Dubai Property Sales Explained: Key Legal Differences Between Contract F and Off-Plan Sale and Purchase Agreement
How ownership transfer, payment structures and regulatory oversight vary between completed and under-construction properties.
Dubai’s real estate market operates under two distinct contractual frameworks depending on whether a property is completed or still under development: Contract F (Form F – Memorandum of Understanding) and the Sale and Purchase Agreement (SPA). While both govern property sales, they differ significantly in legal structure, regulatory supervision, risk allocation and the timing of ownership transfer.
Understanding these differences is essential for buyers and sellers navigating Dubai’s dynamic property sector.
Two Contracts, Two Legal Purposes
Contract F is a standardised agreement issued by the Dubai Land Department (DLD) and used in secondary market transactions involving completed properties. It is signed between an existing property owner and a purchaser once commercial terms have been agreed.
The document records the key terms of sale, including the purchase price, deposit, completion date, conditions precedent — such as mortgage clearance or developer No Objection Certificate (NOC) — and consequences of default. Once executed, it becomes legally binding and governs the parties’ obligations until the transfer is registered with the DLD.
In contrast, an SPA is issued by a developer and applies primarily to off-plan properties sold before construction is complete. Beyond regulating the eventual transfer of ownership, the SPA governs construction obligations, milestone-linked payment schedules, handover procedures, defect liability and termination rights. Unlike Contract F, which concerns an existing asset, the SPA regulates the creation and delivery of a future property.
Completed vs Off-Plan Property
Contract F applies exclusively to properties that already have a title deed issued in the seller’s name. The transaction centres on transferring legal title from seller to buyer.
An SPA, however, applies to units sold prior to completion. The purchaser’s interest is initially recorded through interim registration, and full legal title is issued only after construction is completed, all instalments are paid and the unit is formally handed over. Until then, the buyer holds contractual rights rather than registered ownership.
Regulatory Oversight and Safeguards
Transactions under Contract F are administered by the DLD, and ownership transfers only upon official registration and issuance of a new title deed.
SPAs are subject to enhanced oversight by the Real Estate Regulatory Agency (RERA). Developers must register projects, operate escrow accounts for purchaser funds, comply with construction-linked payment approvals and record buyers through the Oqood interim registration system. These measures are designed to protect off-plan buyers and regulate project delivery.
Payment Structures Differ
Under Contract F, buyers typically pay a deposit upon signing, with the remaining balance settled on the date of transfer at the DLD.
Under an SPA, payments are made in instalments over the construction period, usually linked to approved construction milestones. The final payment becomes due upon completion and handover.
Ownership Transfer and Risk Allocation
In a Contract F transaction, ownership transfers immediately upon registration at the DLD, and the buyer receives the title deed on the same day.
Under an SPA, ownership is perfected only after construction is completed and formal handover occurs. Until then, the buyer assumes development-related risks, including construction delays and potential design changes — risks that do not arise in completed property transactions.
By contrast, Contract F transactions primarily involve risks relating to title validity, encumbrances and completion formalities.
Termination and Default
Termination under Contract F typically arises from failure to complete the transfer or fulfil contractual conditions, with consequences such as deposit forfeiture or damages determined by contract and law.
SPA termination may stem from construction delays, non-completion or purchaser default. Remedies, including refunds and penalties, are governed both by the SPA terms and the statutory framework regulating off-plan developments.
Distinct Frameworks Within One Market
Contract F and SPAs operate within separate legal and regulatory structures and serve different functions within Dubai’s property market. The choice of contract is determined not by preference, but by the developmental status of the property.
For investors and homebuyers alike, understanding these distinctions is critical to assessing legal risk, ensuring compliance and determining when ownership rights become secure.
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