Why does the SPA matter more than marketing brochures?
Common buyer mistake: signing a reservation, wiring a deposit, then discovering the SPA caps delay penalties at 0.01% per day with no termination right after 18 months of slippage. Prevention is cheaper than litigation.
For off-plan context, read the pillar off-plan property Phuket guide and escrow and trust accounts guide, escrow is rare; the SPA is your shield.
What essential clauses should every SPA contain?
Property description
The SPA must identify:
- Project name, tower, unit number, floor, approximate area in square metres
- Parking and storage allocations
- Condominium ownership percentage if applicable
Vague “approximate area subject to survey” language needs a remedy if delivered area differs materially, price adjustment or termination right.
Purchase price and payment schedule
Total price in Thai Baht, confirm whether VAT is included.
Payment schedule with dates or construction milestones. Off-plan installments should tie to objective progress, foundation, structure, enclosure, not arbitrary calendar dates with no site linkage.
| Payment type | Best practice |
|---|---|
| Reservation | Refundable or short cooling-off where possible |
| Staged installments | Linked to construction photos + engineer sign-off |
| Final payment | After handover and snagging, or retention held |
Handover date and delay remedies
Fixed handover window or completion date with:
- Delay penalty, daily rate (templates often show 0.01%, negotiate upward or add cancellation after 6-12 months overrun)
- Force majeure, specific events with notice requirements, not open-ended delay excuses
Specification schedule
Attached schedule listing flooring, kitchen appliances, bathroom tier, windows, and AC capacity. Without it, “luxury finish” is meaningless marketing.
Common area and juristic person
For condos, confirm:
- Unit joins a registered juristic person
- Buyer obligations for CAM and sinking fund
- Voting rights in condominium governance
Warranties and defects
Define defect liability, typically 12-24 months for workmanship in new builds, and snagging process before final payment release.
Cancellation rights
Understand when either party may cancel. Developer-friendly SPAs sometimes allow broad developer cancellation while restricting buyer exit. Symmetry matters.
What should you negotiate before signing?
| Topic | Negotiation goal |
|---|---|
| Delay penalty | Higher daily rate or termination + refund after extended delay |
| Specification lock-in | Signed schedule; substitutions equal or better only |
| Defect warranty | Clear period + snagging before final installment |
| Payment linkage | Final 5-10% held until defects cleared |
| Foreign quota | Refund right if registration impossible for your unit |
Never sign under “today only” promotion pressure. Serious developers allow legal review time.
What are red flags in developer SPAs?
| Red flag | Why it matters |
|---|---|
| Vague force majeure | Unlimited delay risk |
| No firm handover window | No planning certainty |
| Unilateral material substitution | Downgrade risk |
| No meaningful delay penalty | Weak completion incentive |
| Broad developer termination rights | Asymmetric risk |
| Buyer late-payment penalties dwarf developer penalties | Imbalanced contract |
| Missing foreign quota confirmation | Title risk for foreigners |
| Payments to agent accounts | Never acceptable |
If several appear, pause, compare alternatives in best areas to buy property in Phuket.
Insider tip: Cross-check SPA handover date against site reality on an unannounced weekday visit. Contracts promising Q4 delivery with empty cranes are telling you something.
What happens during a 7-14 day lawyer review?
Typical review steps:
- Compare SPA to title search and developer licenses
- Flag ambiguous clauses and propose revisions
- Align payment schedule with your bank’s international transfer timing
- Confirm transfer tax and fee allocation between parties
- Verify foreign quota language for condo purchases
- Review specification schedule attachments for completeness
Independent lawyer vs developer counsel: the developer’s lawyer drafts to protect the developer. Your lawyer works for you, standard practice, not an insult. See do I need a lawyer to buy property in Thailand.
Who needs extra SPA scrutiny?
| Buyer profile | SPA focus |
|---|---|
| Foreign condo buyer | Quota confirmation + FET payment alignment |
| Off-plan investor | Milestone payments + delay termination |
| Resale purchaser | Encumbrance discharge + existing defect disclosure |
| Assignment buyer | Developer consent fees + remaining milestone schedule |
Pair SPA review with Phuket property due diligence checklist and buying property in Phuket guide.
What if the SPA is only in Thai?
This happens more often than foreign buyers expect, and it needs handling rather than working around.
Have bilingual counsel explain the obligations before signing, particularly the penalty clauses, force majeure provisions and payment triggers. That is not the same as reading a translation supplied by the seller: a translation prepared by the other side is a courtesy rather than a document you can rely on, and courtesy translations routinely soften or omit the clauses that matter.
Where a bilingual agreement is offered, establish which language governs. Almost always it is the Thai text, and where the two versions diverge, the Thai one is what a court would apply. That makes the English version a reading aid rather than the contract, and it means your lawyer’s review has to be of the Thai text.
Two practical requests worth making. Ask for the amendments your lawyer negotiates to be incorporated into the Thai version rather than appended in English, so there is no version conflict to argue about later. And ask for a written summary from your own counsel in your own language, kept alongside the contract, so that in three years you have a record of what you were told the document meant.
How does an off-plan SPA differ from a resale SPA?
| Element | Off-plan SPA | Resale SPA |
|---|---|---|
| Timeline | 24-36 months to handover | 4-8 weeks to transfer |
| Payment | Staged installments | Deposit + balance at transfer |
| Specifications | Developer finish schedule | As-is with defect disclosure |
| Delay risk | High, construction slippage | Low, unit exists |
| Quota clause | Critical for foreigners | Still critical at registration |
| Escrow | Rare; see escrow guide | N/A, full price at closing |
Resale buyers should confirm encumbrance discharge and existing defect disclosure in the SPA. Off-plan buyers should confirm milestone definitions and termination rights if handover slips beyond an agreed window.
What does a sample off-plan payment schedule look like?
| Milestone | Typical % | Buyer question |
|---|---|---|
| Reservation / contract signing | 10-20% | Refundable window? |
| Foundation complete | 10-15% | Site photo + engineer sign-off? |
| Structure complete | 15-20% | Visible floors match tranche? |
| Enclosure / windows | 15-20% | Weatherproof stage verified? |
| Handover | 20-30% | Snagging before final tranche? |
If early tranches exceed 40% before structure is visible, negotiate slower pacing or walk. Heavy front-loading is a distress signal when paired with discounts and pressure signing.
What transfer fee and tax allocation should the SPA specify?
| Fee | Typical negotiation |
|---|---|
| Transfer fee (2%) | Split 50/50 buyer/seller common |
| Specific Business Tax / Stamp Duty | Usually seller obligation |
| Withholding tax | Seller, buyer may withhold at source |
| Lawyer | Each party own counsel |
Foreign buyers should align SPA payment dates with international wire timing, banks need 3-5 business days; missing a milestone date triggers penalty clauses even when the delay is operational, not intentional.
Which buyer scenarios need customised SPA focus?
Scenario, off-plan buyer with a two-year completion: The clauses that matter are the ones governing time and money over that period. The stated completion date, any extension permitted as of right, the remedy beyond it, whether instalments release against inspected progress or calendar dates, and what happens to money already paid if the project fails. Specification is second-order until delivery approaches; timing and forfeiture are the whole exposure.
Scenario, buyer intending to let short-stay: The property clauses matter less than the permissions. Whether the building’s rules allow letting, whether a licence exists at premises level, and whether any developer rental programme is mandatory or optional. A contract silent on all three leaves you buying a rental business you may not be allowed to operate.
Scenario, buyer purchasing through power of attorney: The contract must match the authority precisely, because the attorney can only do what the document permits. Price changes, schedule changes and a different registering office all break that match, and none can be fixed remotely.
Scenario, German resale buyer, $185K completed Kamala: SPA focuses on encumbrance clearance, CAM fee arrears, and existing tenant lease assignment, not construction milestones.
What happens after you sign a weak SPA?
Weak SPA outcomes buyers report:
- Stuck paying installments while site is idle, limited penalty recovery
- Material downgrades with no equivalence clause, no damages formula
- Handover delay over 18 months, deposit locked without termination right
- Foreign registration failure, no refund if reservation was silent on quota
If you already signed, lawyer review shifts to damage mitigation, documenting delay, gathering site evidence, and negotiating amendment or assignment exit. Costs often exceed what pre-signing negotiation would have required.
Pair every SPA review with title search Thailand explained and Phuket property due diligence checklist.
How do specification schedules attach to the SPA?
| Specification item | Why buyers care |
|---|---|
| Flooring material and brand tier | Downgrade risk at handover |
| Kitchen appliances | Replacement cost if omitted |
| Bathroom sanitaryware | Visible quality signal to tenants |
| Window glazing | Noise and heat, resale factor |
| Air conditioning BTU | Comfort and electricity bills |
Require developer initials on the schedule or a signed exhibit page. Photograph showroom samples and reference them in the schedule where possible, “equivalent to unit A display kitchen” beats vague “premium European.”
What force majeure language is acceptable?
Lawyers often propose:
- 30-day notice obligation with evidence
- Cap on cumulative force majeure extension
- Buyer termination right after agreed threshold
- Continued delay penalties except during certified events
The clauses to change, and the ones you will not
Not every objectionable term is negotiable, and knowing which is which stops a review turning into an argument that costs you the unit.
Usually movable. The payment schedule’s weighting, so more falls due later rather than earlier. Whether releases are tied to inspected progress instead of dates. Who pays the transfer fee. A retention against the defect list. The completion date being stated at all, rather than left to a quarter. Assignment rights before completion. These cost the developer flexibility rather than money, and a reasonable one will trade some of them.
Sometimes movable. The cap on extensions under force majeure, and the delay remedy beyond it. Specification schedules being attached as a contractual annex rather than referenced. A cure period on a missed instalment. These get moved for buyers who ask early and firmly, and not for buyers who raise them at signing.
Rarely movable. The headline price, which sets the benchmark for every subsequent sale in the building. The standard forfeiture provisions, which are the same for everyone. The governing language.
The strategic point is to spend your negotiating capital on the first group and part of the second, rather than on the price. A schedule weighted to the back end and a real remedy for delay are worth more over two years than a small discount, and they are the terms a developer will actually move on.
How do assignment and resale clauses affect exit?
| Clause | Strong | Weak |
|---|---|---|
| Assignment permitted | With developer consent, reasonable fee cap | Prohibited entirely |
| Assignment fee | Capped at 1-2% | Uncapped discretionary |
| Quota recycling | Confirmed for assignee foreign buyer | Silent |
| SPA transfer | Entire agreement assignable | Personal to original buyer |
Read off-plan assignment Phuket property alongside SPA assignment sections.
What is a pre-signing SPA review meeting agenda?
Run one meeting, with your lawyer, before the contract is signed, and work through five things in this order.
What am I actually buying? The unit, its registered area, its position in the building, and the ownership route. Confirm the title type and, for a condominium, the foreign quota position.
What do I have to pay, and when? Every instalment, its trigger, and whether the trigger is a date or an inspected milestone. Then the transfer-day charges, itemised, and who pays each.
What happens if they are late? The completion date, the extension permitted, the remedy available, and the point at which you could walk away and recover something.
What happens if I am late, or change my mind? Cure periods, forfeiture terms, and whether the contract may be assigned before completion.
What is not in this document that should be? Every concession negotiated verbally: furniture, upgrades, fee splits, quota confirmation. If it is not written, it does not exist.
Insider tip: Email the developer your lawyer’s amendment list, paper trail beats verbal “they said OK on the phone” when handover slips.
How do co-buyers and spouses sign SPAs?
| Structure | SPA note |
|---|---|
| Husband and wife joint | Both names on SPA and transfer |
| Company buyer | Director authority + shareholder approval |
| Friend co-investment | Lawyer structure, not informal split |
Unclear co-ownership is a top resale friction theme, fix it at SPA stage, not at exit. Your future self, and your buyer’s lawyer, will thank you for clean signatures on day one.
Independent legal review for Phuket purchases
MORE Group introduces vetted lawyers. We do not represent developers. 0% buyer commission.
MORE Group coordinates buyer-side due diligence, we do not draft developer SPAs.
Frequently Asked Questions
Plan for 7-14 days for thorough review and negotiation. Rush reviews miss cross-references between the SPA and specification schedules. Same-day signing pressure is a warning sign.
Yes, especially on delay penalties, specification schedules, and payment milestones. Developers vary, some accept reasonable amendments, others refuse. Your lawyer advises what is realistic.
Request an English version for understanding, but confirm which language governs legally. Many contracts specify Thai as controlling. Use bilingual counsel before signing.
No. The reservation is typically a short preliminary agreement to hold the unit. The SPA is the full contract governing price, payment, and remedies. Review the SPA before non-refundable payments.
You may be locked into unfavorable payment terms, weak delay remedies, or unclear specifications. Remedies after signing are limited and expensive. Prevention through legal review is far cheaper than litigation.
No. The SPA governs your contract with the seller; Land Department searches govern ownership and encumbrances. Both are mandatory, see title search guidance in our due diligence checklist.
Maksim Shchegolev
Founder, MORE Group
Founder of MORE Group. Four years in investment banking before moving to Phuket, where he has worked in the local property market since 2018. Oversees developer relationships and every engagement above $300K.
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