A Dubai sale and purchase agreement is typically twenty to forty pages, it is drafted by the developer, and almost nobody reads past the price and the payment schedule. That is understandable and it is expensive.
These are the seven clauses that decide what actually happens if something goes wrong. None of them are hidden. They are simply in the part nobody reaches.
Cresco sells off plan property, so read this knowing that. We would still rather you understood what you were signing.
One. The completion date is not a date
Your SPA states an anticipated completion date. The word doing the work is anticipated. Almost every Dubai SPA then grants the developer a grace period beyond it, commonly six to twelve months, during which a late handover is not a breach at all.
So a project advertised for April 2027 with a twelve month grace period is contractually a project that can complete in April 2028 with no remedy for you. Your payment obligations do not get a grace period.
What to check. Find the grace period and read whether the completion date is expressed as a specific day or as a quarter. A quarter plus a grace period is a very wide window. Then look at what happens after the grace period expires, because that is the point at which delay becomes actionable and the clause telling you what you can then do is the one that matters.
Two. The size tolerance is not symmetrical
Agency material routinely describes a plus or minus five per cent area tolerance, as though it cuts both ways. In most Dubai SPAs it does not.
The common structure is that if the delivered unit is smaller than contracted by more than the tolerance, the developer compensates you at the original price per square foot. If it is larger, some agreements say nothing, and some entitle the developer to charge you for the extra area.
What to check. Read the shortfall and the excess provisions separately, because they are usually drafted differently. Confirm the compensation is calculated on the original price per square foot rather than on a figure the developer sets later. On a 1,000 square foot unit at AED 1,400 per foot, five per cent is AED 70,000.
Three. What the developer keeps if you default
This is the clause buyers most often discover too late, and it is also the one where the SPA cannot override the law.
Dubai law caps what a developer may retain when a buyer defaults, on a sliding scale tied to construction progress. Any SPA clause purporting to allow a higher retention is unenforceable, because the statutory position is treated as public order rather than something the parties can contract around.
| Construction progress when you default | Maximum the developer may retain |
|---|---|
| More than 80 per cent complete | Up to 40 per cent of the unit value |
| Between 60 and 80 per cent complete | Up to 40 per cent of the unit value |
| Under 60 per cent complete, work commenced | Up to 25 per cent of the unit value |
| Construction not commenced | Sources differ. See the note below |
A note on where sources disagree
We check figures before we publish them and on this one the published sources do not agree. On the case where construction has not commenced, one specialist source states the developer must refund in full, and another states a deduction of up to 30 per cent is permitted. They also cite the governing instrument differently, one as Law No. 19 of 2017 amending Article 11 of Law No. 13 of 2008, and another as a 2020 instrument.
We are telling you that rather than picking the version that sounds better. The three tiers above are consistent across sources. The not commenced case is not, and if that is your situation it is worth an hour of a lawyer’s time rather than an article.
Separately, do not confuse this with what happens when the developer cancels the project. That is a different set of rules and a different forum, and we covered it in how to check a Dubai developer before you buy off plan.
Four. Force majeure, and why it fails more often than developers expect
Force majeure clauses in Dubai SPAs are usually drafted broadly, covering pandemics, material shortages and regulatory delay. Buyers read that and assume any disruption excuses the developer indefinitely.
UAE courts apply a stricter test than the drafting suggests. Performance must be genuinely impossible rather than merely harder or more expensive. The Dubai Court of Cassation rejected most construction force majeure claims arising from the pandemic on the basis that work had continued in some form.
What to check. Look for a notice requirement, commonly 14 to 30 days, which the developer must comply with to rely on the clause at all. Then look for a time cap. A clause that lets you terminate if force majeure persists beyond a stated period is worth more to you than anything else in that section.
Five. Equivalent or better
Developers reserve the right to substitute materials and finishes for alternatives of equivalent or better quality. In practice that phrase is doing a lot of work and it is rarely defined.
What it does not permit is the wholesale removal of what you were sold. Changing the layout, deleting promised amenities or altering the unit type sits outside a substitution clause. Marketing material and showroom representations can form part of the contractual record, and buyers have succeeded on that basis.
What to check. Keep the brochure, the floor plan, the amenity list and the finishes schedule you were shown, dated. Photograph the show unit. If the pool, the gym or the parking allocation is in the marketing and not in the SPA, ask for it to be written in before you sign, not after.
Six. The snagging window and the ten year clause
Two different periods apply and buyers routinely confuse them.
| Type of defect | Typical liability period |
|---|---|
| Snagging and minor defects | Around 12 months from handover, sometimes longer for MEP and waterproofing by negotiation |
| Structural defects, foundations, walls, columns | 10 years from the building completion certificate |
What to check. Whether accepting the keys, or failing to raise a snag list within a stated number of days, is drafted as a waiver of your claims. Inspect before you sign the handover certificate, not after, and put every defect in writing with photographs and dates.
Seven. Whether you can sell before handover
If there is any chance you will want out before completion, this is the clause that decides whether you can and what it costs.
- The threshold. Many developers will not issue a no objection certificate until a stated percentage of the price has been paid, commonly 30 or 40 per cent. On a 20/80 plan you may reach handover without ever crossing it.
- The fee. Assignment or transfer fees vary widely, from nothing to several per cent of the contract value. Get the number in writing before you sign, not when you want to sell.
- The consent. Whether the developer may refuse consent at all, and on what grounds.
A buyer who intends to hold to handover can afford to ignore this clause. A buyer who might need liquidity cannot. We wrote about the related problem of funding the balance at completion in the off plan mortgage cash gap.
The short version
- Find the grace period and add it to the handover date. That is your real date.
- Read the shortfall and excess area provisions separately.
- Note the default retention scale and remember the SPA cannot exceed the statutory cap.
- Check force majeure for a notice requirement and a time cap.
- Keep every brochure, floor plan and finishes schedule, dated.
- Check whether accepting keys waives your defect claims.
- Get the assignment threshold and fee in writing before you sign.
None of that requires a lawyer. Acting on what you find sometimes does, and on a purchase of this size a few hours of legal review is cheap insurance.
Frequently asked questions
What is the grace period in a Dubai off plan contract?
Most Dubai sale and purchase agreements state an anticipated completion date and then grant the developer an additional grace period, commonly six to twelve months, during which late delivery is not treated as a breach. A project advertised for a given quarter can therefore complete up to a year later with no contractual remedy for the buyer. Find the clause and add the grace period to the advertised date.
What happens if my Dubai apartment is delivered smaller than the contract says?
Most agreements provide that where the delivered area falls short by more than a stated tolerance, commonly five per cent, the developer compensates the buyer at the original price per square foot. The excess area provision is often drafted differently, so read the shortfall and excess clauses separately rather than assuming a symmetrical tolerance.
How much can a Dubai developer keep if I stop paying?
Dubai law caps developer retention on a sliding scale tied to construction progress. Reported positions are up to 40 per cent of the unit value where the project is more than 60 per cent complete, and up to 25 per cent where it is under 60 per cent complete with work commenced. Sources differ on the position where construction has not commenced. A contract clause allowing more than the statutory cap is not enforceable.
How long is a developer liable for defects in Dubai?
Two periods apply. Snagging and minor defects are typically covered for around twelve months from handover. Structural defects affecting foundations, walls and columns carry decennial liability of ten years from the building completion certificate, and clauses purporting to exclude or limit that are generally void.
Can I sell my off plan property in Dubai before handover?
Only if the developer issues a no objection certificate, and many developers set a threshold of 30 or 40 per cent of the price paid before they will. Assignment fees vary widely from nothing to several per cent of contract value. Confirm both the threshold and the fee in writing before you sign, because they decide whether an exit is available to you at all.
Have us read it with you
We review the contract on every unit we sell and we will read one we are not selling. Send us the agreement and we will come back on these seven points in writing. Contact the team or browse our current listings. If you are renting rather than buying, our landlord and tenant guide covers the equivalent ground on the tenancy side.
Cresco Real Estate LLC is licensed by RERA under ORN 34288.
Sources
- Dubai Law No. 13 of 2008 regulating the interim real estate register, and Law No. 19 of 2017 amending Article 11.
- Dubai Law No. 8 of 2007 concerning escrow accounts for real estate development.
- Executive Council Resolution No. 6 of 2010, on obligations relating to handover.
- UAE Civil Code provisions on force majeure and on decennial liability for structural defects.
- Published specialist commentary on Dubai off plan sale and purchase agreements, accessed August 2026.
Published by Cresco Real Estate LLC on 27 August 2026. This article describes common contractual structures and the published legal framework. It is not legal advice and it is not a substitute for reading your own agreement. Contract terms vary by developer and by project, published sources disagree on some points as noted in the text, and law changes. Take advice from a UAE qualified lawyer before signing.