Contract review: off-plan condominium
1. Scope and exclusions
In scope: the draft sale agreement for one unit, as listed above, reviewed for the Buyer’s position under Thai law.
Excluded: a title and encumbrance search, a check of the project’s approvals (including the EIA), a review of the reservation form and of any marketing material, tax advice, and a site visit. These can be added as separate stages.
2. Summary
The draft agreement is broadly workable, but it leaves the Buyer unsecured for most of the price until transfer. Two issues are high risk: the reservation deposit can be kept even if no agreement is ever offered (clause 3.2), and most of the price is paid before transfer without escrow or other protection (clause 5). We recommend that both are addressed before signing, and that payments are made only after an evidence check at each milestone.
3. Issues table
| Clause (page) | Issue | Risk | Recommendation |
|---|---|---|---|
| 3.2 (p.2) | The reservation deposit is kept by the Developer even if no sale agreement is offered. | High | Full refund if no agreement is offered by a fixed date. |
| 4.1 (p.3) | No remedy if the unit cannot be registered in the Buyer’s name within the foreign quota. | High | Addendum: full refund, with interest, if registration is not possible. |
| 5 (p.4) | Most of the price is paid in instalments before transfer, with no escrow or other protection. | High | Evidence check before each instalment; seek escrow or a reduced pre-transfer share. |
| 7.4 (p.6) | Area tolerance allows a smaller unit without any price adjustment. | Medium | Pro-rata price adjustment beyond a small tolerance. |
| 8.1 (p.7) | Completion can be extended without a stated limit. | Medium | Extensions only for defined events, with a maximum period. |
| 10.2 (p.9) | Transfer costs and fees are allocated to the Buyer in full. | Medium | Confirm the split in writing before signing. |
| 11 (p.10) | Compensation is payable to the Buyer for late completion. | Keep | Retain as drafted. |
| 14 (p.12) | Disputes go to the Thai courts. | Keep | Acceptable for a buyer of Thai property. |
4. Recommendations
- Do not sign until clauses 3.2, 4.1 and 5 are amended or covered by an addendum.
- Ask the Developer to confirm, in writing, the project approvals relied on, before the first instalment.
- Pay each instalment only after an evidence check and a site visit for that milestone.
- Keep this report and all correspondence; if the project is delayed, the history supports any claim.
5. Next steps
| Stage | What it covers | Fee |
|---|---|---|
| 2. Negotiation and addendum pack | Conditions before signing, short addendum wording and an enforceability opinion. | Fixed, quoted on request |
| 3. Payment-milestone protection | Evidence check and site visit with dated photos before each instalment. | Fixed per milestone, quoted on request |
This report is general to the documents listed in section 1. It is not advice on any document or matter outside that scope.