In Dubai, reviewing a Sale and Purchase Agreement (SPA) means checking every term against what was promised: unit details, price, payment schedule, completion date, penalties and developer obligations. Agents should complete the review within one to three working days for resale and up to five for off-plan, before the buyer signs or pays any deposit.
What is an SPA in Dubai real estate?
An SPA is the contract that transfers ownership of a property between a seller and a buyer in Dubai. It sets out the unit, price, payment milestones, transfer date and remedies for breach. Review every term before signing.
Why an SPA review matters
A single wrong payment milestone or missing penalty clause can cost a buyer tens of thousands of AED. Agents who review the SPA carefully protect their clients and protect their own reputation. Mistakes in SPA review are among the most common causes of disputes after handover.
Who prepares the SPA and when?
For resale:
- The buyer's agent or brokerage prepares the initial draft using RERA Form F, or the seller's agent provides it.
- Both parties exchange comments before the buyer signs.
- The buyer pays a deposit, usually 10% of the purchase price, held in escrow until transfer.
- The developer issues a no-objection certificate (NOC) if the property is in a master community.
- Both parties sign the final SPA and attend Dubai Land Department to register the transfer.
For off-plan:
- The developer issues the SPA after the buyer completes a reservation form and pays the booking fee.
- The SPA must be registered in DLD's Oqood system, which protects the buyer's interest in the property before completion.
- The buyer reviews the SPA before signing and before paying the first construction instalment.
What to check before signing
Review each of these seven fields against the reservation slip, marketing brochure and developer's payment plan.
- Parties and unit details — check the buyer's name as it appears on the passport, the unit number, floor, building, community and land plot. A misspelled name delays registration.
- Purchase price and payment schedule — confirm the total price matches the reservation form. Check the payment plan percentages: booking, construction instalments, handover and post-handover. Verify due dates and any interest on late payment.
- Completion and handover date — confirm the expected completion date and any grace period. For off-plan, ensure the SPA includes a completion date and check the grace period terms.
- Penalty clauses — read both the buyer's late-payment penalty and the developer's delay compensation. A balanced SPA will specify damages per day of delay, often based on a percentage of the unit price.
- Developer obligations — check the agreed fit-out and finishing specifications, common area maintenance, and any promised amenities. If a specification is not written in the SPA or an addendum, it is not enforceable.
- Assignment and transfer restrictions — for off-plan, confirm whether the buyer may assign the unit before handover and whether a transfer fee applies. Many developers restrict assignment until a certain percentage of the price is paid.
- Dispute resolution and governing law — confirm that disputes are resolved under Dubai law and, if applicable, through the Dubai Courts or an agreed arbitration centre.
SPA review timeline: off-plan vs resale
| Step | Off-plan | Resale |
|---|---|---|
| Who drafts the SPA | Developer's legal team | Buyer's or seller's agent on RERA Form F |
| Typical review window | 3–5 working days | 1–3 working days |
| Key checks | Payment plan, completion date, assignment restrictions, developer obligations | Unit details, title deed, NOC from developer, service charge arrears |
| Risk factors | Developer delay, payment plan mismatch, unchecked specifications | Wrong unit area, hidden liabilities, unclear handover condition |
| Registration | Oqood system at DLD | Transfer of ownership at DLD |
Common mistakes agents make in SPA reviews
- Not checking payment milestones against the developer's plan. A buyer may sign an SPA where the instalment schedule does not match the reservation form, causing a default later.
- Ignoring the grace period. The grace period after the completion date affects whether a developer can delay without penalty. Agents often miss it because it is tucked in a schedule.
- Not verifying unit area. The area on the SPA may be based on a provisional calculation. The final area can differ, and the price adjustment clause matters.
- Overlooking the developer's delay compensation. Many SPAs cap compensation at a low rate per day. Agents should explain the cap to buyers before signing.
- Assuming resale covers handover defects. On a resale, the buyer takes the property as-is unless the SPA includes specific defect clauses.
- Not checking assignment restrictions. For off-plan, if the buyer plans to flip before handover, a restriction can kill the strategy. Read the assignment clause carefully.
How a CRM tracks SPA documents and milestones
A real-estate CRM turns the SPA from a static PDF into a timeline of obligations. WIYO is a real-estate CRM for UAE brokerages, designed to bring property leads, conversations, inventory context, team follow-up and management visibility into one workspace.
For off-plan teams, WIYO's off-plan CRM tracks projects, buyer requirements, availability and reservation progress. For resale agents, the Dubai real estate CRM supports lead and conversation workflows.
If you already track off-plan payment plans in spreadsheets, read our guide on off-plan payment plan tracking. For the step before an SPA, see our EOI guide: what is an EOI in Dubai real estate.
Who this is for
This guide is for brokerage owners, buyer's agents and sales managers who review Dubai SPAs. It is not legal advice. For any non-standard clause or high-value transaction, have a Dubai property lawyer review the final draft before the buyer signs.
Frequently asked questions
How long does an SPA review take in Dubai?
A resale SPA review typically takes one to three working days, because the property is existing and the main checks are title, NOC and arrears. An off-plan SPA review takes three to five working days due to the payment plan, completion date and assignment restrictions. Rush at your own risk: a missed milestone in the payment schedule can cause a default later.
What is RERA Form F?
In Dubai, resale transactions often use a standard contract form. Check with the Dubai Land Department for the most current requirements before drafting the SPA.
Can a buyer cancel after signing the SPA?
Cancellation terms depend on the SPA. For off-plan, the developer's SPA sets the cancellation and refund rules, often tied to how much of the price has been paid. For resale, once the SPA is signed and the deposit paid, cancelling may result in forfeiting the deposit or liability for damages. Always read the default and termination clauses.
What is Oqood and why does it matter for off-plan?
Oqood is the registration system for off-plan properties in Dubai. Confirm with the developer or Dubai Land Department how to register the SPA and protect the buyer's interest.
Do I need a lawyer to review an SPA in Dubai?
You do not always need a lawyer, but you do need a careful review against the reservation form and marketing documents. For standard resale Form F or straightforward off-plan SPAs, an experienced agent can handle the review. For complex payment plans, assignment restrictions or high-value units, a Dubai property lawyer is a worthwhile cost.
Which payment plan terms should an agent check most carefully?
Check the booking fee, construction instalment percentages, handover payment and post-handover plan. The most common error is a mismatch between the developer's published payment plan and the SPA schedule. Also check interest on late payment, grace periods after handover, and any discount conditions such as price reductions tied to early payment.
Written by
Shaffay Bajwa
Founder & CTO at WIYO · Software engineer, 5 years building in the UAE real estate market.
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