What Legal Points Should I Review in the SPA in Dubai?

What legal points should I review in the SPA? Before signing a Sale and Purchase Agreement in Dubai, check that the developer, RERA project number and escrow account details are correct, that payments are tied to construction milestones, that the completion date and grace period are defined, and that the termination clause does not retain more than the law allows. A few clauses are fixed by law; most of the rest is developer-specific, and that is where the real review happens.

Why does the SPA matter more than the brochure?

The brochure sells a lifestyle; the SPA defines what you actually bought, when you get it, what happens if either side is late, and how disputes are settled. Once registered under Oqood, it is the document a court or arbitrator will read; a promise that is not in it is hard to enforce.

This is general information, not legal advice: for a complex purchase, a corporate buyer, or an unusual clause, ask a licensed UAE lawyer to review the final draft.

Which SPA clauses are set by law and which are just "typical"?

• Parties and project — What to look for: Registered developer name, RERA project number, plot number; Legal or typical: Legal: developer must be DLD-registered (Law 8 of 2007, Art. 4)
• Escrow account — What to look for: Account name, bank, and instruction to pay only into that account; Legal or typical: Legal: off-plan payments must go to the project escrow account (Law 8 of 2007)
• Unit description — What to look for: Unit number, floor, view, parking, gross and net area, signed floor plan; Legal or typical: Typical
• Area variance — What to look for: Threshold, compensation formula, whether extra area is charged; Legal or typical: Typical: commonly compensation if the built area is smaller by more than ~5%; check the wording
• Payment schedule — What to look for: Milestones linked to construction stage vs calendar dates; Legal or typical: Typical: milestone-linked is safer for the buyer
• Completion and grace period — What to look for: Anticipated completion date plus a defined grace period; Legal or typical: Typical: grace period commonly 6–12 months
• Delay remedies — What to look for: What you receive after the grace period ends; Legal or typical: Typical: refund right, compensation, or nothing
• Structural defects — What to look for: Liability for structural collapse or defects; Legal or typical: Legal: 10 years from delivery (Civil Code Art. 880); cannot be shortened
• Snagging and defects — What to look for: Period for non-structural defects after handover; Legal or typical: Typical: commonly 12 months from handover
• Buyer default — What to look for: Notice, cure period and retention caps; Legal or typical: Legal: DLD 30-day notice; retention caps under Art. 11 (Law 13 of 2008 as amended)
• Force majeure — What to look for: Definition and time cap; Legal or typical: Typical: an open-ended clause is a red flag
• Assignment and resale — What to look for: Minimum paid percentage, NOC fee, developer consent; Legal or typical: Typical: often 30–40% paid before resale is allowed; fees vary
• Service charges — What to look for: Estimated rate per sq ft, reserve fund, start date; Legal or typical: Typical: an estimate only
• Penalties — What to look for: Late-payment interest; matching penalty for developer delay?; Legal or typical: Typical: one-way vs mutual
• Dispute forum — What to look for: Dubai Courts or DIAC arbitration; Legal or typical: Typical: both valid; costs and speed differ
• Governing language — What to look for: Which text prevails if English and Arabic differ; Legal or typical: Practical note: Arabic prevails before Dubai Courts

What should I check in the parties, registration and escrow clauses?

The seller on the SPA must be the same legal entity that holds the DLD project registration, not a sister company or a marketing arm, and the RERA project number should match what you find on Dubai REST.

Dubai Law No. 8 of 2007 requires each off-plan project to have its own escrow account with an accredited bank, with funds dedicated to that project's construction (Art. 6–9). The SPA should name the account and bank, and every later payment instruction should match it. Pay only into the escrow account, never into a personal or operating company account.

How should the payment schedule and completion date be written?

Instalments are structured either by calendar date or by construction milestone (for example, 10% at foundation completion). Milestone-linked means you pay as the building rises and can verify progress on the DLD project status page before each transfer; a calendar schedule can have you paying on time while the site is behind. The milestone version protects you more.

For completion, look for an anticipated completion date, a grace period (commonly 6–12 months, developer-specific), and what happens after it expires: a right to terminate and recover payments, compensation, or silence. Silence favours the developer. Also check what triggers handover: usually the authorities' building completion certificate, not the developer's own announcement.

What are my rights on defects and structural problems?

Non-structural snagging (paint, doors, fittings, minor leaks) is covered by a defects period in the SPA, commonly 12 months from handover; read how and by when you must report.

Structural defects are different. Under UAE Civil Code Article 880, the contractor and designer are jointly liable for ten years from delivery for collapse and defects threatening the building's stability. A clause shortening this is not enforceable; the SPA need not mention it because it applies anyway.

What happens if I miss a payment?

Here the law overrides the contract. Under Article 11 of Law 13 of 2008 (as amended by Law 19 of 2017 and reaffirmed by Law 19 of 2020), DLD first serves a 30-day notice to cure. If you do not, what the developer may retain depends on construction progress:

• More than 80% complete: the developer may keep the contract and claim the balance, sell the unit at auction, or terminate and retain up to 40% of the unit value.
• 60–80% complete: terminate and retain up to 40%.
• Less than 60%, work started: terminate and retain up to 25%.
• Work not started for reasons beyond the developer's control: retain up to 30% of the amounts paid.

Any surplus must be refunded within one year of termination or 60 days from resale, whichever is earlier (60 days in the not-started case). An SPA clause allowing higher retention is void; "the developer may retain all amounts paid" is unenforceable, but it tells you something about the drafting.

Which clauses are usually one-sided, and can I change them?

• Force majeure: the definition should be specific (war, natural disaster, government order) and time-capped. A clause that counts "market conditions" as force majeure with no maximum extension effectively removes the completion date.
• Specification changes: developers reserve a right to substitute materials of "equal or better quality". Ask that it excludes layout, area and view.
• Penalties: late-payment interest on the buyer is standard. Ask whether developer delay carries a matching penalty in your favour.
• Assignment before handover: check the minimum paid percentage (often 30–40%, developer-specific), the NOC fee, and whether consent can be refused without reason.
• Service charges: the SPA figure is an estimate per sq ft. Ask about the reserve fund and from which date you become liable.

Larger developers rarely amend the master SPA but may sign a side letter; smaller ones are more flexible. Get any amendment in writing, signed by the same entity.

Where will a dispute be heard, and which language governs?

Most SPAs name either the Dubai Courts or DIAC arbitration. Both are legitimate: court is cheaper to start; arbitration is confidential and can be faster, but shared costs can be significant for one unit.

On language: if the SPA is bilingual, check which text prevails. Dubai Courts proceedings are in Arabic, so an Arabic version will be required; if only the English is signed, a certified translation will be needed later.

When this applies: off-plan vs resale

Everything above is written for an off-plan SPA. In a resale of an under-construction unit you inherit the original SPA through an assignment, so ask for a copy and review it as if you were the first buyer. For a ready unit, the contract is Form F (the DLD memorandum of understanding), and the focus shifts to the NOC, service charge arrears, mortgage release and title deed verification.

Bottom line

Three things are fixed by law whatever the contract says: escrow payments, the Article 11 default caps, and the 10-year structural liability. Everything else, from area variance to force majeure to the dispute forum, is drafted by the developer and deserves a line-by-line read. Figures reflect what was published as of September 2026 and can change; verify with the official source before you commit. This is general information, not legal advice; for complex cases, engage a licensed UAE lawyer.

If you would like a second pair of eyes on a draft before signing, the next step is a short conversation about your goal and the project.

Frequently asked questions

Is the SPA the same as the booking form?

No. The booking form reserves the unit against a deposit and gives a short window to sign the SPA, which is the full contract registered with DLD under Oqood. Read the booking form for the deposit refund conditions if you decide not to proceed, because those terms vary by developer.

Can the developer change the unit area after I sign?

Most off-plan SPAs allow a small area variance because final measurements are taken after construction. Typically, compensation applies if the built area is smaller by more than around 5% and extra area is not charged, but the threshold and formula are developer-specific. Check whether variance is measured on gross or net area.

What is a reasonable grace period on the completion date?

Grace periods of 6 to 12 months beyond the anticipated completion date are common in Dubai SPAs, but they are contractual, not legal. What matters more is what happens when the grace period ends: a right to terminate and recover payments, compensation, or nothing. Read that part before judging the grace period itself.

Can an SPA reduce the 10-year structural liability?

No. Article 880 of the UAE Civil Code makes the contractor and designer liable for ten years from delivery for collapse or defects affecting the building's stability. It is a statutory right and a clause shortening it is not enforceable. Non-structural snagging is different and is governed by the defects period in the SPA, commonly 12 months.

Can a developer keep everything I paid if I default?

No. Under Article 11 of Law 13 of 2008 as amended, DLD first serves a 30-day notice. Retention is then capped by construction progress: up to 40% of unit value above 60% completion, up to 25% below 60% with work started, and up to 30% of amounts paid if work has not started. Any clause allowing more is void.

Should I prefer Dubai Courts or DIAC arbitration in the SPA?

Both are valid forums. Court proceedings are in Arabic, generally cost less to start and are public. DIAC arbitration is confidential and can be quicker, but shared fees can be high relative to a single-unit dispute. There is no universal answer; weigh the value at stake and ask a lawyer if the clause is unusual.

Do I need a lawyer to review a standard developer SPA?

Not always, but it is advisable for higher-value units, corporate buyers, remote purchases by power of attorney, or any SPA with unusual force majeure, assignment or termination wording. A licensed UAE lawyer's review is a small cost against the price and can catch clauses you would otherwise accept unknowingly.

Related guides

• How escrow accounts protect off-plan payments in Dubai
• What Oqood registration means for an off-plan buyer
• Why a developer NOC is essential in a Dubai resale
• Step-by-step guide to buying property in Dubai
• Browse current Dubai projects

Have a draft SPA in hand and not sure which clauses deserve a push-back? The Laguna Life team starts from the goal you want to achieve and will walk through the payment schedule, completion terms and exit conditions with you before you commit. Message us on WhatsApp at +971 56 100 0928 or via lagunalife.ae. Register your interest now.