About to sign an SPA
You want the agreement, the title and the payment terms checked before you commit. First we check: the default and termination clauses, what is registered on the unit and the payment schedule. Talk to us about my SPA
Property purchase, sale and transfer lawyers in Dubai: SPA review and due diligence before you sign, and practical action when a buyer or seller defaults, a deposit is withheld or a DLD transfer stalls.
Tell us what is happening in your own words. We will explain where you stand and what the sensible next step is.
MBM acts for buyers and sellers in Dubai property transactions, from reviewing the sale and purchase agreement (SPA) before you sign to dealing with a default, a withheld deposit or a stalled transfer. Whether you searched for a "property sale lawyer Dubai" or a "property purchase lawyer Dubai", the first question is the same: what does your contract say, and what has actually happened? You do not have to work that out alone, and you will always know where your matter stands.
Your first consultation is free and confidential. If you have not signed yet, tell us: a review now is the less costly conversation. People search for a "property transaction lawyer Dubai" while a deal is being negotiated, and for a "property buyer dispute lawyer Dubai" or a "property seller dispute lawyer Dubai" once it has gone wrong. We do both: the team that works on the deal from first draft to completion also deals with the dispute if it fails. For a buyer, the work starts from the money already paid; for a seller, from the contract still to be enforced. Pick your side.
You want the agreement, the title and the payment terms checked before you commit. First we check: the default and termination clauses, what is registered on the unit and the payment schedule. Talk to us about my SPA
The deal failed and the deposit is in dispute. First we check: the deposit clause, your receipts and why completion failed. Talk to us about my deposit
Area, condition or permitted use is not what you were told. First we check: the listing, the SPA wording on condition and what you can evidence. Talk to us about misrepresentation
The seller has stopped performing or wants to withdraw. First we check: the termination clause, who is in default and how far the transfer has progressed. Talk to us about a seller who will not complete
Payments are missed, finance has failed or the buyer has walked away. First we check: the default clause, the notices sent and your own compliance. Talk to us about a buyer default
You dispute that the buyer is entitled to it. First we check: the forfeiture wording, the correspondence and the cause of failure. Talk to us about a deposit claim
Something is holding up registration. First we check: encumbrances, any no-objection certificate and service charge arrears. Talk to us about a stalled transfer
You want out cleanly and lawfully, or you want completion enforced. First we check: your remedies under the SPA and the status of the buyer's payments. Talk to us about terminating or enforcing
An SPA lawyer reads the agreement for what happens if something goes wrong, because that is what a dispute is decided on. Most transaction disputes are decided by clauses agreed before anyone expected a problem. Whether you call it an SPA review or search for a "sale and purchase agreement review lawyer Dubai", the result should be the same: a written view of the risks and the clauses to negotiate, and a plain statement of where the agreement is against you.
| What we check | What we look for, and why it matters |
|---|---|
| Parties and authority | Who can sign, including a company or someone acting under a power of attorney. Authority problems can undermine the whole transaction. |
| Title and encumbrances | What is registered on the unit, including any mortgage, charge or restriction, and whether a lender's charge is cleared at completion. |
| Service charges | Arrears and the current position. Arrears attach to the property rather than the seller. |
| Payment schedule | Amounts, dates and triggers. A missed instalment can start the default provisions. |
| Completion mechanics | What has to happen, in what order, before the transfer. |
| Default and termination | What counts as default, any notice and cure period, and the consequences. This clause decides most disputes. |
| Deposit handling | Who holds it, when it is released and when it can be forfeited. |
| Agent commission | Who pays, when, and what happens if the sale fails. |
| Condition and occupation | The state the property is delivered in, and whether it is tenanted. |
Due diligence is the factual side of the same review. A property due diligence lawyer checks:
Property deals often involve a reservation or preliminary agreement before the formal SPA. What each says about deposit and termination decides your position, whatever it is called, so bring every document you have signed.
In a resale the parties usually sign an MOU on Form F, which sets the deposit and the date for the no-objection certificate and the transfer, and the SPA follows. For an off-plan purchase the SPA is signed with the developer. Terminology and forms change, so we confirm the current position at your first consultation.
About to sign an SPA? Have the agreement and the title checked first. Your first consultation is free.
Registration and transfer are administered by the Dubai Land Department, and a stalled transfer usually has an identifiable cause. A property transfer lawyer finds that cause first, because it decides whether the answer is administrative or a contractual claim. The forms, offices, fees and timing depend on the property and the parties, and we confirm them for your transaction.
The buyer and seller record the price, payment terms and completion mechanics in writing.
Any registered mortgage is dealt with, service charge arrears are settled and any required consent, such as a developer no-objection certificate, is obtained.
Identity documents, title documents and any power of attorney or company authority are in order.
As we understand it, the transfer is completed at a Trustee Office, which registers it with the Dubai Land Department and issues the new title deed.
The registered title is updated to show the buyer.
Registration matters: as we understand it, a sale that is not recorded with the Dubai Land Department may be void, which is one reason to see the transfer through to registration.
The usual causes are an outstanding encumbrance, a missing no-objection certificate, unpaid service charges, a document that is missing or not in the right form, or a party who is not performing.
If the transfer is disputed rather than simply delayed, the first job is to find out why.
See property ownership dispute lawyer and its section on title deed disputes.
The forum depends on what has gone wrong and on what your SPA says, so we settle it before anything is filed.
If your dispute is not listed, it is still worth a call. For possession issues see our eviction lawyer page, and for the wider contract position our contract dispute lawyer page.
A buyer who misses payments, cannot obtain finance or walks away leaves the seller with a contract to enforce. The SPA commonly addresses forfeiture of the deposit and the seller's other remedies, and whether the clause is enforceable as written depends on its wording and the seller's own compliance. As we understand it, a deposit of 10% is common and may be forfeited only after notice and termination under the express termination clause. Whether that applies to you depends on your SPA, so we confirm the current position at your first consultation. Sellers who search for a "buyer breach of contract property lawyer" need two things checked first: the default clause, and what the seller has done to comply with the contract.
A signed SPA is a binding contract, so a seller who cancels outside its terms may be in breach, with consequences for the deposit and for damages. It depends on the termination clause and on who is already in default. Buyers who search for a "seller breach of contract property lawyer" need the same starting point: the termination clause and the record of what each side did.
Whether you are looking for a deposit lawyer or a "failure to complete property purchase lawyer", the first question is why completion failed and who was in default, because that decides what happens to the deposit. Deposit disputes are usually decided on the agreement and the correspondence. Where the other side caused the failure, or the forfeiture clause does not apply on the facts, there may be a route to recovery. Take advice before agreeing anything about the deposit.
A claim may arise where the property was not what was represented, such as its area, layout, condition or permitted use. It depends on what was said, what the SPA says about condition and what you can show about the seller's knowledge. The 2026 civil code, below, may be relevant. For deliberate deceit, see fraud and financial crime.
Defects found after you have paid or taken possession raise the same questions: what was disclosed and what the seller knew. Record the condition before any repair removes the evidence. Defects from the building work itself may also be a construction dispute.
Federal Decree-Law No. 25 of 2025, the Civil Transactions Law, took effect on 1 June 2026 and fully replaces the 1985 Civil Transactions Law. Reported changes include a codified duty of good faith in pre-contractual negotiations and revised civil-liability and damages provisions, both directly relevant where a seller is said not to have disclosed something material.
Because the law is this new, how it applies is still developing. We treat it as a live argument to be made carefully on the facts, subject to applicable UAE law.
You will know whether the contract helps you or hurts you before you commit to anything.
Tell us where the transaction is and what has gone wrong, or what you are about to sign. The consultation is free and confidential.
We read the SPA against what has happened, check the title and set out your options in writing, with a scope and a fee position.
Before signing we run the checks and negotiate the clauses. After a problem, we establish the facts.
A properly drafted default or completion notice either resolves the matter or builds the record. The sequence matters.
Where it is needed, we bring or defend the claim, or pursue the regulatory route, in the forum the facts point to.
We enforce the outcome, or see the transfer through, so that the result is carried out and not only decided.
Transaction disputes are contract disputes, so the agreement and the correspondence come first. If you have not signed yet, call before you do.
Brokerage is separately regulated and a broker is generally paid on completion. That is a legitimate role, but it is not the role of someone assessing whether the agreement in front of you protects you if the transaction fails.
Acting for buyers and sellers means we know which clauses the other side will rely on, and the team that reviews your SPA would litigate it. Where the contract is against you, we say so. Rated 4.9 on Google reviews. MBM is led by Mohamed Badr, Founder & Managing Partner, with 17 years of legal experience. MBM works with group companies in the UK, Europe, the Middle East and the Gulf, which helps when a matter has an international side. That suits overseas buyers and sellers: you can work with us by phone, WhatsApp and email, and we explain each step in plain language. For a wider view see our real estate lawyer page. No outcome can be promised in advance, and MBM does not promise one.
Your first consultation with MBM is free and confidential. If you decide to instruct us, we first give you a written scope and fee position, so you know what is covered before paid work starts.
How long a matter takes depends on the type of dispute, the other side's response and the forum. A review before signing is short and defined, while a contested claim runs longer, and we give you a realistic view once we know the facts. Court fees, translation costs and other third-party charges are separate from legal fees. We do not publish a price list.
Deposit withheld, buyer in default or transfer stuck? Tell us where your sale or purchase stands. Your first consultation is free and confidential.
Your free first consultation is with a member of MBM’s legal team in Dubai or Sharjah. Transactions and disputes are handled in confidence from the first call.
Founder & Managing Partner
Mohamed Badr leads MBM and has 17 years of legal experience. His career has included roles at law firms and multinational corporations in the UAE, advising businesses on high-stakes disputes, corporate restructuring and commercial litigation.
Names and titles as published on mbm-co.com. Your first consultation is with a member of MBM’s legal team in Dubai or Sharjah.
General information about property sales and purchases in Dubai. It is not legal advice. Remedies are not automatic and your agreement will usually decide the answer, so please contact MBM to discuss yours.
It depends on what the SPA provides about termination, whether either party is already in default and how far the transaction has progressed towards registration. A signed SPA is a binding contract, so cancelling outside its terms may itself be a breach, with consequences for the deposit and for damages. Take advice before responding.
Searches such as "what happens if buyer defaults on property purchase Dubai" usually come down to the same two questions: what the SPA says about default, and whether the seller has kept its own side of the contract. The SPA usually sets the consequences and commonly addresses forfeiture of the deposit and the seller's other remedies. Whether the clause is enforceable as written, and whether the seller has complied with its own obligations, are both live questions.
The seller's title and authority to sell, any registered mortgage or encumbrance, service charge arrears, whether the property is tenanted, and whether what was said about area, condition and permitted use is accurate. Doing this before signing is materially less costly than litigating afterwards.
A claim may arise, depending on what was represented, what the SPA says about condition and what you can show about the seller's knowledge. The Civil Transactions Law in force since 1 June 2026 is reported to codify a duty of good faith in pre-contractual negotiations, which may be relevant on your facts.
Recovery depends on why the transaction did not complete and on what the agreement provides. Where the other side caused the failure, or where the forfeiture clause does not apply on the facts, there may be a route to recovery. Preserve the agreement and the correspondence.
In most cases, yes, because a review costs far less than a dispute. Most transaction disputes are decided by clauses agreed before anyone expected a problem: completion mechanics, default and forfeiture, condition, and what happens if a mortgage or approval does not come through.
A stalled transfer usually has an identifiable cause: an outstanding encumbrance, a missing no-objection certificate, unpaid service charges or a party not performing. Establishing which it is determines whether the answer is administrative or a contractual claim.
A property transfer lawyer checks the title and what is registered against it, confirms the documents and authorities are in order, deals with what is holding the transfer up and, if the other side is not performing, advises on the remedy. DLD fees and timings depend on the property and parties.
A preliminary document records terms before the formal agreement is signed, and the SPA is the full contract. What each commits you to depends on its wording, not its name, so we read every document you have signed together.
It depends on the terms of the brokerage agreement and on why the sale did not complete, so we read both before advising. If a commission is already in dispute, see property ownership disputes.
Often, but the document has to be in the right form for the transaction, so confirm its wording before anyone relies on it. We prepare and check the documents and arrange notarisation and certified translation. MBM does not provide MOFA attestation or embassy legalisation, so we tell you at the outset if your document needs either. See power of attorney notarisation in Dubai.
Yes. An off-plan purchase depends on the developer's agreement and the status of the project, and the regulatory route is often relevant. A resale depends on the seller's title and the SPA between you. See off-plan property lawyer.
Timing depends on the type of dispute, the other side's response and the forum, and cost depends on the work. A review before signing is a defined task, while a contested claim is not. We give you a scope and a fee position before you instruct us.
Yes. MBM's first consultation is free and confidential. It is a discussion of your situation and your options. If you then choose to instruct MBM, we give you a written scope and fee position before any paid work starts.
Your first consultation with MBM is free and confidential. Tell us briefly what has happened. A member of MBM’s legal team will review your enquiry and come back to you with the appropriate next step.
If a completion date, a default notice or a deposit deadline is close, please call rather than waiting for a reply.
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Tell us what is happening in your own words. We will explain where you stand and what the sensible next step is.
Your first consultation is free and confidential. Tell us whether you have signed, what has gone wrong and what you want to happen. You do not have to work it out alone: we will explain where the agreement leaves you and what to do next.