The SPA: clauses to check before you sign

The Sales & Purchase Agreement is the document every future disagreement comes back to. Delay, a smaller apartment than promised, a milestone invoice that feels early, a fit-out that doesn't match the showroom — the answer to all of them was fixed on signing day, in clauses most buyers never read. Here are the ones that decide disputes, and what to look for in each.

Anticipated completion date — and the grace period

Find the clause stating the anticipated completion date, then find its escape hatch: the grace period, commonly up to 12 months, during which the developer can run late without being in breach. Read them as one combined promise — a "Q4 2027" project with a 12-month grace clause is contractually a 2028 project in the worst case. Check what the clause says happens after the grace period lapses, and whether force-majeure wording is tight or a catch-all. This pair of clauses is the entire legal backdrop to The Late List.

Area variance — and what happens to the price

Off-plan areas are drawings until the building exists, so SPAs allow the delivered area to differ from the sold area within a tolerance — commonly around ±5%. The clause that matters is what happens to the price at the edges. Read it for three answers: is there any compensation if the unit comes up smaller within the tolerance; do you pay more if it comes up larger; and what are your rights if the variance exceeds the tolerance entirely? The buyer-friendly version is symmetric. The common version is not — many SPAs charge for extra area while offering nothing for shortfalls inside the band. Know which one you are signing.

Payment milestones vs construction milestones

Payment plans come in two species: construction-linked (installments due when the project reaches certified percentages) and date-linked (installments due on calendar dates, whatever the site looks like). Construction-linked plans keep your money synchronised with reality — if the project slows, so do your payments. Date-linked plans can leave you paying installment six on schedule while the structure sits at 30%. If your plan is construction-linked, every invoice is checkable against the registry's certified figure — here is how to check it, and every project's current percentage is in our directory.

Penalty symmetry: late developer vs late buyer

Put the two default clauses side by side. What does the SPA charge you for a late installment — interest, admin fees, termination after how many days? And what does it owe you when the developer is late — anything at all, and only after the grace period? Perfect symmetry is rare; developers draft these contracts. But the gap between the two clauses is a fair measure of how one-sided the document is, and an extreme gap on paper tells you how negotiations will feel later. At minimum, know your own late-payment consequences precisely — they are the teeth most likely to bite first.

The fit-out and specification schedule

Somewhere in the annexures is a specification schedule — the only legally meaningful description of what your finished unit contains. Marketing renders and show apartments are not contractual; this schedule is. Check how specific it gets: named brands and materials can be held to, while phrases like "or equivalent quality" and "subject to availability" give the developer room to substitute. If the showroom kitchen sold you the unit, make sure the schedule — not the memory — says so.

Service-charge estimates

Many SPAs mention an estimated service charge per square foot for the finished building. Treat it as an estimate, not a cap — actual charges are set later under the regulated service-charge system, and they can land above the brochure figure. The number still matters: it is the recurring cost that decides whether a rental yield works, so stress-test your sums with a higher figure than the estimate before committing.

Read it before reserving — not after

The practical advice is unglamorous: ask for the full SPA draft, with all annexures, before paying a reservation fee — and read it, highlighting the six areas above. Reservation forms often bind you to sign the developer's standard SPA later, which means the real reading moment is before that first signature, not at the SPA ceremony. For a large purchase, a few hours of a UAE property lawyer's time to review the draft is small insurance against clauses you will live with for years. And the pre-signing homework on the project itself — registry entry, escrow account, developer record — is covered in the project-status guide and the developer league table.

Related: Oqood: registering the purchase the SPA describes · projects past their planned handover · what to do when a project stalls
General information, not legal advice — for a dispute, speak to a UAE-licensed property lawyer.