Suspensive conditions
Where an SPA contains a suspensive condition — such as project handover by the developer — and that condition is not fulfilled, the obligations of both parties fall away and the deposit must be returned with interest.
Overview
Sale, purchase and off-plan disputes in the Dubai market
The Dubai real estate market continues to thrive, with off-plan sales
making up over 60% of all property deals. Yet property transactions —
particularly off-plan investments and secondary-market purchases
governed by Form F — carry significant legal complexity.
From deposit cheque disputes and conditional contracts to construction
delays, buyers and sellers face challenges that require expert
navigation. FLC provides comprehensive legal services across real estate
sale and purchase transactions and the disputes that follow them,
including representation in security deposit cheque recovery.
01
Sale & purchase agreements (Form F)
We advise buyers, sellers and investors on every aspect of
transactions governed by Form F — the Dubai Land Department’s
standard sale and purchase contract.
- Form F review & negotiation. Identifying risks in the standard form, negotiating favourable additional conditions and protecting your position.
- Deposit cheque protection. Safe handling of the 10% deposit cheque, ensuring it is handed over only when Form F is signed, and drafting the conditions for its return.
- Conditional contracts. Advising on suspensive conditions — mortgage approval, property valuation — and their effect on enforceability.
- Due diligence. Verifying title deed ownership, developer credentials, escrow compliance and project registration status.
- Oqood registration. Proper registration of off-plan sales in the Interim Real Estate Register as required by Dubai Law No. 13 of 2008.
- Tenancy verification. Reviewing existing Ejari contracts and tenancy arrangements when purchasing a tenanted property.
02
Deposit cheque recovery
The 10% security deposit cheque is a central feature of Form F
transactions. Its legal treatment depends on the wording of the
signed contract, the reason for non-completion, and whether any
additional terms alter the ordinary consequences of default.
- Buyer default scenarios. Advising sellers on obtaining the deposit cheque where the buyer fails to complete on the agreed date through their own act or omission.
- Seller default scenarios. Advising buyers on recovering the full deposit plus an equivalent amount in compensation where the seller fails to complete.
- Expired Form F. In many cases formal cancellation through the DLD process is required before the broker can release or deal with the deposit cheque.
- Force majeure claims. Defending or challenging claims that force majeure justifies cancellation and deposit recovery — UAE courts apply this narrowly.
03
Off-plan property disputes
Off-plan investments carry unique risks. We represent buyers in
disputes across the life of the project.
- Construction delays. Claims for compensation, refunds or contract termination when developers miss handover deadlines.
- Specification changes. Disputes over unit sizes, finishes, layouts or amenities that differ from what was promised.
- Escrow account violations. Claims against developers who misuse protected escrow funds.
- Payment defaults. Advising buyers facing default, and representing developers seeking remedies.
- Project cancellation. Recovery of payments from cancelled projects.
04
Manager liability in property transactions
Where developers or sellers engage in fraudulent conduct, individual
managers may be held personally liable. Recent Dubai Court of
Cassation judgments show that managers may, in exceptional
circumstances, incur personal liability — for example where they
deposit buyer funds into personal accounts, cancel trade licences
and conceal liquidation, or sell the same property to a third party.
We advise buyers on pursuing managers personally where fraud, deceit
or bad faith can be established.
05
RERA complaints
We guide clients through the RERA complaint process for regulatory
violations — and, just as importantly, tell you when RERA is the
wrong forum.
When to use RERA
For violations by licensed real estate companies and brokers —
unregistered escrow, unauthorised marketing, project delays.
When RERA cannot help
The Real Estate Violations System does not consider contractual
disputes, contract cancellation, refund claims or financial
compensation — these must go to the courts or to arbitration.
Case law
Recent judicial guidance
Three lines of Dubai Court of Cassation authority that shape how property disputes are argued today.
Manager personal liability
Managers of LLCs are not personally liable for company debts except where fraud, deceit or bad faith is established — as where a manager deposited buyer funds into a personal account, cancelled the trade licence and sold the property to a third party.
Arbitration clauses in off-plan SPAs
Arbitration clauses in real estate disputes are valid, but validity depends on compliance with public order. Where the SPA is not properly registered under Article 3 of Law No. 13 of 2008, the courts retain jurisdiction even if an arbitration clause exists.
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