Why an SPA review matters
A developer's SPA is a standard form written in the developer's interest. Many buyers sign it on the strength of the broker's presentation and only read it once something goes wrong — when the terms can no longer be changed, only used.
Large developers rarely rewrite their SPAs, but changes to individual clauses, side letters and clarifications are sometimes possible. What matters is knowing which risks you are accepting before you sign.
A review matters even more if you buy remotely and sign electronically: you won't have the chance to question the developer's sales team in person, and the contract and schedules are often in English only.
What we check in an SPA
- Parties and unit. Developer details against the DLD/RERA register, project and plot numbers, area, layout, area tolerances and price adjustment.
- Completion date. The anticipated date, the developer's right to extend, grace periods, force majeure and what counts as handover.
- Developer liability for delay. Whether there is compensation, how much, and when you can terminate.
- Payment plan and escrow. Construction-linked milestones, escrow account details, post-handover instalments.
- Buyer default. Penalties, notices and termination. Dubai law (Law No. 8 of 2007, as amended) limits how much of the buyer's payments a developer may retain on termination, depending on the project's completion — we check the SPA against these rules.
- Assignment and resale before handover: whether allowed, after what percentage paid, and at what fee.
- Service charges, community management and use restrictions (for example, short-term letting).
- Governing law and dispute resolution.
Resale purchase agreements
For a ready property bought from a private seller in Dubai, the parties sign a memorandum of understanding (MOU, Form F). We check the deposit, timelines, consequences of either party walking away, who pays which fees, mortgage conditions and the state of the property.
What you receive
A written opinion in Russian or English: a short list of key risks, clause-by-clause notes and proposed amendments or extra safeguards. Where needed, we negotiate with the developer or seller. Turnaround depends on the length of the contract and its schedules — typically a few working days.
If you have already signed
If the SPA is signed and a problem has arisen — delay, design change, refusal to refund — reviewing the contract is still the first step. Next comes a developer dispute and RERA or a refund for a cancelled project.
Common problem clauses
In practice we most often see: a developer's right to extend completion without compensation; a vague definition of completion; unilateral changes to design and area with no right for the buyer to withdraw; steep late-payment penalties without matching developer liability; and bans on assignment until a large share of the price is paid. We explain how each clause works in practice and what can be done about it.
Fees
SPA review is a fixed fee from AED 5,000 depending on the volume of documents, or part of transaction support. For one or two quick questions, a consultation from AED 750 for 60 minutes is enough.
FAQ
The main text rarely changes, but individual terms, side letters and clarifications can sometimes be agreed. Either way, know the risks before you sign.
SPAs usually provide for a notice and a cure period, after which the developer may terminate and retain part of the payments within limits set by Dubai law.
That depends on the SPA: many developers allow assignment once a set share of the price is paid, for a fee.
Russian, and English where needed for negotiations with the developer.