A developer's standard off-plan or new-build purchase contract is drafted by the developer's lawyers to protect the developer. Before you sign and hand over your first payment, we read every clause that decides what happens to your money if the build is late, defective or never finished — and push back on the unfair ones.
When you reserve an off-plan apartment or a new-build villa, the developer hands you a contract that looks polished and final. It is final — but on the developer's terms. It has been drafted by the developer's own lawyers, refined across dozens of previous sales, and shaped to give the developer the maximum freedom and the buyer the minimum protection the law allows. That is not sinister; it is simply what a standard-form contract drafted by one side does — but it can and should be negotiated.
The stakes are higher than on a resale because of the timing. On an off-plan deal you are paying for something that does not yet exist, in stages, often over a year or more, against a building that may be delayed, changed or never completed. Almost everything that protects you lives in the contract: when the developer must deliver, what happens if they are late, how your stage payments are secured, what specification you are buying, and your rights if the home is defective. This is a distinct exercise from reviewing an ordinary private purchase contract between two individuals — with a developer you negotiate against a company that does this for a living, on a contract built to favour it, and the single most valuable step is reviewing and negotiating it before signing.
The terms that decide whether your money is safe, when the home arrives, and what you can do if it is late or defective.
The contract must fix a real completion date and impose penalties on the developer for their delay — not only on you for late payment. Many drafts are one-sided: you pay interest if late, the developer faces no consequence if the build slips.
By law your stage payments must be secured by a bank guarantee or insurance policy held in a separate account. We check the guarantee exists, names you, covers every euro you pay and is enforceable — not just promised in a clause.
Your stage payments should track genuine construction progress, not a front-loaded calendar that hands the developer your cash before the building exists. We test the schedule against the works and the protection your guarantee provides.
The contract should be conditional on a valid building licence and, on delivery, a first-occupation licence (licencia de primera ocupación). Without these your home cannot be legally occupied or easily mortgaged.
The memoria de calidades — the schedule of materials and finishes — defines what you are buying. We check it is attached, specific and binding, and scrutinise any clause letting the developer alter materials or design "for equivalent quality".
Spain's Building Law (LOE) gives buyers warranties against defects for one, three and ten years. The contract must not dilute these and must give you a proper handover and snagging process that survives the developer's wording.
The completion date is where the imbalance shows most clearly. A buyer's contract requires you to complete within a short window, paying interest or forfeiting the deal if you are late, while the developer's delivery date becomes "approximate", subject to extensions the developer alone defines — you are bound to a hard deadline while the developer is bound to almost nothing. A properly balanced contract fixes a real completion date with a defined long-stop and attaches a consequence to the developer's delay: a penalty, a right to interest, and a right to terminate and recover everything you have paid, with interest, if the developer overruns. Spanish case law has repeatedly upheld buyers who walked away when a developer missed an agreed date, but only where the contract was drafted to allow it — how these timelines work is covered in our guide to buying off-plan property in Spain.
The payment schedule is the second place developers protect themselves. A fair contract ties your instalments to verifiable milestones — foundations, structure, roof, completion — so the money you release matches the value being built. A developer's draft often front-loads the payments so it holds most of your cash before the building has value; we renegotiate the timing where it is unbalanced, as set out in our guide to off-plan stage payments.
The licences are non-negotiable. The contract should be conditional on the developer holding a valid building licence (licencia de obra), and the property should not be paid for in full until the first-occupation licence (licencia de primera ocupación) is granted — without it the home cannot lawfully be lived in or readily mortgaged. Specification matters just as much: the memoria de calidades defines the materials and finishes you are paying for, and we tighten any clause letting the developer change materials or layout "for equivalent quality", which drafted too widely lets them downgrade your home.
Defects are governed by Spain's Building Law (LOE), which gives new-build buyers tiered warranties — one year for finishing, three years for habitability defects, and ten years for serious structural defects. A poorly drafted contract can dilute these or rush your inspection, so we preserve your full LOE protection and a proper handover and snagging process, explained in our guide to new-build snagging and defects in Spain.
Beyond the headline protections, several quieter clauses decide how fair a developer contract really is. Many buyers assume a failed mortgage lets them walk away with their money; usually it does not — unless the contract is expressly subject to finance, a buyer who cannot complete because the bank declined the loan is typically in breach and can lose their deposit, so we advise whether a finance condition can be negotiated in. Subrogation is the next trap: developers often fund construction with a loan over the whole development and may assume you take over your unit's share on completion, when you can arrange your own finance or have the charge on your unit cancelled instead.
Who pays which costs is the third. New-build purchases carry VAT (IVA) and Stamp Duty (AJD) rather than transfer tax, plus notary and registry fees, and developer contracts sometimes push onto the buyer costs that normal practice places on the developer — the new-build declaration, the horizontal division, or cancellation of the developer's mortgage. Finally, where you buy as a consumer, Spanish and EU law renders unfair terms void, and part of a proper review is identifying terms likely to be unenforceable so they can be struck out or resisted.
For a foreign buyer not reading Spanish construction and consumer law, the risk is not that the contract is impossible to understand but that the unfair terms look perfectly ordinary until the moment they bite. We review the binding Spanish contract clause by clause, identify every term drafted in the developer's favour, and negotiate the changes directly with the developer's lawyers. We act only for you, explain everything in plain English, and can review and sign by power of attorney so you need not be in Spain. We quote for the work involved, and extras may apply depending on the complexity of the project.
Because it is drafted by the developer's lawyers to favour the developer. The clauses that decide what happens to your money if the build is late, defective or never finished are the ones written most one-sidedly, so reviewing and negotiating them before you sign and pay is the most valuable step in an off-plan or new-build purchase.
It depends on the contract. A well-drafted contract fixes a real completion date with a long-stop and gives you penalties for the developer's delay and a right to terminate and recover your money with interest if they overrun. A developer's draft often makes the delivery date "approximate" with no consequence for the developer — one of the first things we negotiate to fix.
Spanish law requires a developer taking stage payments to secure every payment with a bank guarantee or insurance policy held in a dedicated account, so that if the project fails you reclaim what you paid with interest. More buyers lose money to a missing or worthless guarantee than to anything else, so we verify a real, enforceable guarantee for the full amount is in your name before any money moves.
Yes. A fair payment schedule ties your instalments to genuine construction milestones so the money you release roughly matches the value being built. Developer drafts often front-load the payments so they hold most of your cash before the building has value, and we renegotiate the schedule where it is unbalanced.
The contract should be conditional on the developer holding a valid building licence, and the property should not be delivered or paid for in full until the first-occupation licence (licencia de primera ocupación) is granted. Without it the home cannot be lawfully occupied or easily mortgaged, so we make the licences a precondition of final payment.
Spain's Building Law (LOE) gives new-build buyers warranties against defects — one year for finishing, three years for habitability defects and ten years for serious structural defects. The contract must not dilute these and should give you a proper handover and snagging process, which we make sure survives the developer's wording.
Unless the contract is expressly conditional on finance, a failed mortgage usually counts as your breach and you can lose your deposit. Many buyers wrongly assume a refused mortgage lets them walk away. We advise whether a finance condition can be negotiated in.
No. Developers often fund construction with a loan over the whole development and may assume you subrogate your unit's share on completion. You are entitled to arrange your own finance or require the charge on your unit to be cancelled instead, so we check what the contract says before you are committed to a loan you never chose.
Yes. We review the binding Spanish contract and explain it in plain English, negotiate the changes with the developer's lawyers, and — with a power of attorney — sign on your instructions, attend the notary and complete on your behalf. We act only for you and quote clearly for any work beyond the initial review.
A developer's off-plan contract is written to protect the developer. We review every clause that decides what happens to your money, negotiate the unfair ones, and can sign for you by power of attorney. In plain English, across Spain.
The information on this page is general guidance only and does not constitute legal advice. The rules governing off-plan and new-build purchases in Spain — including bank guarantee and insurance requirements, the Building Law (LOE) warranties, licensing, consumer protection against unfair terms, and the relevant taxes — are set out in legislation that changes over time and is applied differently across Spain's autonomous communities. Always obtain advice on your specific contract and circumstances before signing or paying. Platinum Legal Spain is an independent English-speaking legal practice serving clients across Spain.