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Red flags in developer SPA contracts for off-plan property in Dubai

Developer SPA contracts for off-plan property in Dubai raise red flags

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Vague Completion Dates

What it means: Contracts may use loose terms like “expected completion” or “tentative handover” without firm deadlines.

Example: A contract says handover will be “around Q4 2026” without a fixed month or penalty clause for delay.

Why it’s a problem: Developers can legally delay projects for years, leaving buyers with no leverage or compensation.

No Penalty for Delay

What it means: Some contracts don’t include a clause that holds the developer accountable if the project is delayed.

Example: The buyer waits an extra 18 months beyond the expected date, but the contract offers no compensation or exit option.

Why it’s a problem: Buyers carry all the risk while developers face no consequence for poor timelines.

Broad Force Majeure Clauses

What it means: Contracts may define “force majeure” so broadly that any delay becomes excusable.

Example: A clause allows the developer to claim delays due to vague reasons like “economic conditions” or “supply chain issues.”

Why it’s a problem: Developers can use these clauses to delay indefinitely without any liability.

Unilateral Change Rights

What it means: Developers may include clauses allowing them to alter floor plans, materials, or layouts without buyer consent.

Example: A buyer agrees to a unit with floor-to-ceiling windows, but the developer changes it to standard windows without approval.

Why it’s a problem: Buyers lose control over what they’re purchasing and may end up with a different product than expected.

High Termination Penalties for Buyers

What it means: If buyers miss a payment or want to cancel, the contract may impose steep penalties or total loss of paid amounts.

Example: Missing one installment leads to automatic contract cancellation and 30% of payments forfeited.

Why it’s a problem: It leaves buyers financially exposed and locked into a rigid, one-sided agreement.

Developer Can Cancel Without Buyer’s Fault

What it means: Some contracts give the developer the right to cancel the agreement at their discretion.

Example: A clause allows cancellation if the developer “deems the project unfeasible,” with limited compensation.

Why it’s a problem: Buyers could lose a property they committed to without meaningful recourse or fair refund.

Absence of RERA Protection References

What it means: Contracts that don’t mention compliance with Dubai Land Department (DLD) or RERA regulations are risky.

Example: A contract excludes reference to escrow accounts or DLD-approved timelines.

Why it’s a problem: Without RERA oversight, the buyer’s funds and rights aren’t properly safeguarded.

No Clear Escrow Payment Schedule

What it means: Payments are not linked to construction milestones or routed through an escrow account.

Example: A buyer is asked to pay 70% before any construction is visible.

Why it’s a problem: It increases the risk of financial loss if the project stalls or is abandoned.

Restriction on Resale or Assignment

What it means: Some contracts prohibit buyers from transferring or reselling the property before handover.

Example: A clause blocks resale unless the developer gives written permission, often for a fee.

Why it’s a problem: It reduces flexibility and can trap investors who need to exit early.

Ambiguous Dispute Resolution Clauses

What it means: Contracts may specify unclear or foreign jurisdictions for legal disputes.

Example: A dispute clause refers to international arbitration or courts outside Dubai.

Why it’s a problem: It complicates and increases the cost of legal action, reducing a buyer’s ability to defend their rights.

Developer-Controlled Handover Process

What it means: The developer sets the inspection and handover terms without allowing independent review.

Example: The buyer is told to accept the unit as-is within a short window, or risk penalties.

Why it’s a problem: It forces buyers to accept defects or incomplete work without time for proper inspection or negotiation.

Absence of Snagging Rights

What it means: Some contracts exclude the buyer’s right to list defects (snagging) before final acceptance.

Example: The buyer receives the unit but is not allowed to raise complaints about faulty paint, broken fittings, or poor workmanship.

Why it’s a problem: Buyers are stuck with costly post-handover repairs that should have been covered by the developer.

One-Sided Dispute Resolution Timelines

What it means: The developer gets long periods to respond or act, while the buyer has very short windows to dispute or cancel.

Example: The buyer must file complaints within 5 days, but the developer has 90 days to respond or rectify.

Why it’s a problem: It creates unfair legal dynamics and limits the buyer’s ability to enforce their rights.

Undefined Maintenance Charges

What it means: Contracts may leave service charges or community fees open-ended or to be decided later.

Example: The buyer signs the contract without knowing the yearly service fees, which later turn out to be unreasonably high.

Why it’s a problem: It creates ongoing financial uncertainty and could make the property unaffordable.

No Guarantees on Amenities Delivery

What it means: The contract separates unit delivery from promised amenities like pools, gyms, or parks.

Example: The building is handed over, but the gym, pool, and lobby are still under construction for another year.

Why it’s a problem: Buyers can’t enjoy the full value or lifestyle they were sold, and rental potential drops.

No Defect Liability Period or Warranty

What it means: Contracts don’t include post-handover defect coverage for issues in construction or materials.

Example: Plumbing leaks and electrical failures happen within 3 months, but the developer claims no responsibility.

Why it’s a problem: Buyers must bear repair costs from day one, reducing ROI and trust in the developer.

Clauses Allowing Mortgage Charges Without Buyer Consent

What it means: Developers may register a loan or mortgage against the land/project, affecting the buyer’s title.

Example: A buyer finds out the property has an underlying developer loan after signing.

Why it’s a problem: It creates legal complications for ownership transfer and mortgage approval.

Contract Doesn’t Specify Unit Number or Floor

What it means: Some agreements describe the unit type but not the exact location or floor in the building.

Example: A buyer signs for a “1-bedroom sea view,” but later receives a back-facing unit on a low floor.

Why it’s a problem: Lack of specificity allows bait-and-switch tactics, damaging buyer expectations and value.

No Exit Clause in Case of Developer Default

What it means: If the developer goes bankrupt or halts the project, the buyer has no clear exit or refund process.

Example: Construction stops midway, and the buyer’s contract doesn’t provide a clear refund mechanism or recourse.

Why it’s a problem: Buyers can lose both the property and their money with no safety net.

Unclear or Missing Handover Timeline After Completion

What it means: Even when construction is finished, contracts don’t define how soon handover must occur.

Example: The building is done, but the developer delays issuing handover notices for months.

Why it’s a problem: Buyers can’t move in, rent, or use the unit, while also incurring final payment or interest charges.

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