Overview
The SPA Is Not a Formality
In Thailand, as in most jurisdictions, the Sales and Purchase Agreement is the document that defines the entire transaction. It sets out what you are buying, what you are paying, when transfer happens, what happens if something goes wrong, and what rights you have if the seller fails to deliver.
Most SPAs used in Thailand are drafted by the seller's lawyers or the developer's in-house legal team. They are drafted to protect the seller. A buyer who signs without independent review is agreeing to terms they may never have read, in a language many cannot speak, in a legal system they do not know.
The questions that arise after signing — "this felt wrong at the time, and now something has happened" — are usually the ones a proper review before signing would have answered. Knowing what an SPA should contain, and reading it against the specific property, is what prevents them.
Pook, Lead Barrister
I have reviewed hundreds of Thai property contracts over twenty-one years. The problems I find most often are not exotic legal traps. They are standard clauses that give the seller complete discretion to delay without penalty, forfeit the deposit without justification, or deliver something materially different from what was shown. These clauses are common because buyers have been signing them without question for years.
Key Terms
Key Terms to Check in a Property SPA
An SPA should be read against the buyer's objectives and the property's legal position. The most important areas are set out below.
Description of the Property
The SPA must precisely describe the property being sold. For a condominium, this means the building name, unit number, floor, title deed number, land plot number and area in square metres. For land and houses, it means the title deed number, land area, and the structures included in the sale.
Vague descriptions allow disputes about what was actually sold. Contracts that describe the unit in general terms without referencing the title deed create ambiguity when the actual unit does not match what was shown.
Deposit and Payment Terms
The SPA must clearly state the total purchase price, the deposit paid, the balance due on transfer, and any staged payment schedule for off-plan purchases. It must also state what happens to the deposit if the buyer withdraws and what happens if the seller withdraws or fails to transfer.
- Total purchase price clearly stated and denominated in Thai baht.
- Deposit amount and the circumstances under which it is refunded or forfeited.
- If the seller withdraws, the standard remedy should be return of double the deposit.
- Off-plan payment schedules tied to construction milestones, not calendar dates.
- Confirmation of how the balance is to be paid (Thai bank transfer, cashier cheque).
Transfer Conditions and Completion Date
The SPA should specify the transfer date or a defined process for agreeing it. For resale properties, the transfer date should be fixed. For off-plan, it should be tied to the completion of construction and receipt of the building's certificate of occupation.
Contracts that leave the transfer date entirely at the seller's discretion give buyers no recourse if completion is delayed indefinitely. A fixed date with penalty provisions for delay is the buyer-side position to press for.
Title Warranties
The seller should warrant in the SPA that the title is free and clear of encumbrances, that no disputes are pending, that the seller has full authority to sell, and that all outstanding fees have been paid. These warranties give the buyer legal recourse if the title proves defective after transfer.
Common Red Flags
- No penalty for the seller if transfer is delayed beyond the agreed date.
- Deposit forfeiture on buyer withdrawal but no equivalent remedy if the seller fails.
- Property description that does not reference a specific title deed number.
- Fee allocation left entirely to the seller's discretion.
- A clause permitting the developer to substitute a different unit.
- No reference to what happens if planning permission or an EIA is not obtained.
- Governing law and dispute resolution clauses that disadvantage the buyer.
- Language in Thai only with no certified English translation provided.
Before You Sign
SPA Review Checklist
SPA Review Checklist
Have the SPA reviewed by your own independent lawyer before signing.
Confirm the property description precisely matches the title deed.
Verify that the deposit refund and forfeit provisions are balanced.
Check that a fixed transfer date or completion mechanism is defined.
Confirm that title warranties are included and cover encumbrances and disputes.
Review fee allocation and confirm it matches what was agreed orally.
Check for any clause permitting substitution of the unit or property.
Ensure governing law is Thailand and dispute resolution is in Thai courts or THAC.
Request a certified English translation if the contract is in Thai only.
Key Takeaways
The SPA is the single most important document in a Thai property purchase. It governs everything that follows, including what happens when things go wrong.
SPAs drafted by sellers or developers protect the seller. Independent review by a buyer's lawyer exists to rebalance the contract.
Vague property descriptions, one-sided deposit clauses and absent completion penalties are the most common problems in standard developer contracts.
Title warranties give you legal recourse after transfer if the title proves defective. Contracts without them leave you with limited options.
For off-plan purchases, the SPA must include a fixed completion mechanism, penalty provisions for delay, and clarity on what happens if the project is cancelled.
Never sign an SPA under time pressure without independent review. No legitimate seller withdraws an offer because a buyer wants one or two days to consult a lawyer.
In Summary
Don't sign before it has been independently reviewed.
A Thai SPA should be reviewed against the buyer's objectives and the property's legal position before any signature.
Property Law