An international buyer approached the firm in connection with a contemplated off-plan apartment purchase in a high-profile Dubai development. The Sales and Purchase Agreement provided by the developer ran to a substantial document containing the typical asymmetric provisions favouring the developer-side position. The buyer had received the document only a few days before the developer's deadline for signing, with the implicit suggestion that the terms were standard and non-negotiable. The matter was resolved through structured pre-signing diligence and SPA amendments that materially improved the buyer's position before commitment.
The underlying matter
The buyer was not new to property acquisition generally but was new to the Dubai off-plan framework specifically. The contemplated unit sat within a development of substantial value, with completion expected approximately three years from contract date and a payment plan running through that period. The standard SPA contained the typical features of off-plan documentation at the high end of the Dubai market — comprehensive in its protection of the developer's position, sparse in its protection of the buyer's, with several specific provisions that warranted attention before signing.
The developer's sales team presented the document as standard and the timeline as non-negotiable. This is the position sales teams are trained to take, and it is correct in the sense that the SPA's general framework reflects the developer's preferred terms. It is not correct, however, in the sense that meaningful amendments to specific provisions are routinely available to buyers who request them and who are represented by counsel that the developer's legal team takes seriously.
The approach
The engagement was structured to deliver a comprehensive pre-signing review and amendment process on a timeline that worked within the developer's stated window — but that did not concede to artificial pressure on points that warranted attention.
Phase one — developer and project diligence. Review of the developer's track record on previous projects, the project's RERA registration status, the escrow account arrangements, and the various regulatory dimensions of the development. This stage establishes the foundation on which the underlying transaction sits. In this matter, the developer's track record was strong, the project was properly registered and escrowed, and the regulatory position was clean.
Phase two — SPA review and amendment drafting. Detailed review of the SPA, with identification of the provisions that warranted amendment. These included specific payment-plan provisions, completion-date provisions and the consequences of delay, specification-variation clauses, default provisions, and several other points where the standard document tilted further in the developer's direction than the buyer needed to accept. Drafting of specific proposed amendments addressing each.
Phase three — negotiation with the developer's legal team. Submission of the proposed amendments to the developer's legal team, with substantive engagement over approximately three weeks on which amendments were accepted, which were modified in alternative wording, and which the developer maintained were not available. The matters that the developer maintained were not available were genuinely not available in the great majority of cases — but in roughly one case in five, the firmness of the developer's initial position softened after engagement on the substantive point.
Phase four — signing and conduct through to completion. Signing on the amended terms, followed by ongoing monitoring of the developer's progress against the contract, conduct of the payment-plan stages, and management through to the eventual handover and DLD transfer.
The outcome
The SPA was signed on materially improved terms. The amendments accepted by the developer addressed a number of the more meaningful asymmetric provisions in the original draft, with the buyer's position protected in respects that would have mattered if any of several plausible adverse scenarios had subsequently materialised.
The transaction itself proceeded smoothly through the payment-plan period. The project completed on time, the unit was delivered to specification, and the handover proceeded without contested issues. The amended provisions did not need to be relied upon — which is the outcome that careful pre-signing work generally produces. The value of the amendments is that they would have been there if needed.
Observations
The matter illustrates the practical value of pre-signing diligence on off-plan acquisitions of substance. The cost of the engagement was a small fraction of the value at stake in the underlying transaction, and the improvements secured in the SPA terms were genuine. The buyer who signs the developer's standard form without amendment is accepting a contract that has been drafted entirely from the seller's perspective — and is doing so on the implicit assumption that nothing will go wrong over the project's three-year completion period. That assumption holds in most cases. The cases in which it does not are the cases in which the SPA's protective provisions matter, and at that point it is too late to negotiate them.
The matter also illustrates the dynamic of negotiation with developer-side legal teams. Sales teams are trained to present the document as non-negotiable. Legal teams understand that material amendments are routinely made for buyers who request them and who are represented by counsel that the developer takes seriously. The substantive engagement happens between legal teams, not between sales teams — and a properly-drafted amendment proposal, presented through the right channel, is typically met with serious engagement rather than reflexive refusal.
Finally, the matter illustrates why independent buy-side counsel produces better results than reliance on brokerage or developer-provided advice. The financial alignment in off-plan transactions runs through completion, not through the protection of the buyer's specific position in the contract. Independent counsel, fee-aligned with the buyer rather than the transaction, has a different perspective on which provisions warrant attention.