In Spain the binding sale is agreed long before you reach the notary. The contrato de compraventa — the private purchase contract — sets out the whole deal: the price, the payment schedule, the completion date, what is included, who pays what, and what happens if either side defaults. Here is what it must contain, and why no buyer should ever sign one unreviewed.
The private purchase contract — the contrato privado de compraventa, usually shortened to contrato de compraventa — is the main binding agreement between a buyer and a seller in a Spanish property purchase. It is the document that turns "we have agreed in principle" into "we are legally committed." Despite the word "private," it is not informal: once both sides have signed it, each is bound to complete the sale on the terms it sets out, and a party who walks away without a contractual right to do so is in breach and can be made to pay for it.
It sits in the middle of the Spanish buying timeline. Before it comes the early-stage reservation contract, a short document that takes the property off the market while checks begin. After it comes the escritura pública — the public deed signed before a notary, which transfers ownership and is registered. The private purchase contract is the comprehensive agreement in between: it is where the full deal is written down in detail, well before the parties stand in front of the notary. By the time you sign the escritura, almost everything has already been decided here.
A Spanish purchase usually moves through three documents. The private purchase contract is the binding heart of the deal, between the first reservation and the final deed.
A short early-stage agreement that takes the property off the market against a small deposit while initial checks begin. It is the lightest of the three and is covered in full on our reservation contract page. It is not the main binding contract.
The comprehensive, binding contrato de compraventa where the full deal is set out — price, payment schedule, completion date, condition, costs and penalties. This is the document this page is about, and the one that decides what you are actually committed to.
The public deed signed before a notary, which transfers ownership and is registered at the Land Registry. By this point the terms are already settled in the private contract. Our escritura and notary page explains the completion stage.
Not every purchase uses all three documents — some skip the reservation step, others fold everything into a single contract — but the private purchase contract is the one that genuinely matters, because it is where you become legally bound. That is why the time to take advice is before you sign it, not afterwards. Once you have signed, your room to negotiate has largely gone; the terms are set, and the escritura simply gives effect to them.
A properly drafted private purchase contract leaves nothing important to assumption. It identifies the parties and the property precisely — by reference to its Land Registry details (the finca registral) and cadastral reference — so there is no doubt about exactly what is being sold. It then fixes the commercial terms in writing: the total price, the deposit already paid and how it is treated, the schedule for paying the balance, and the date by which completion before the notary must happen.
From there it deals with the parts that protect a buyer. It records the condition the property is sold in and what is included — furniture, fittings, appliances, parking, storage. It allocates the costs and taxes of the transaction between the parties. It states the title position the seller promises to deliver: full ownership, free of tenants and free of charges. And it sets out what happens if either side fails to perform, including the deposit and penalty arrangements. Each of these is a clause a buyer can win or lose on, which is why the wording is never a formality.
One of the most important — and most misunderstood — parts of the private purchase contract is the deposit, the arras. In a great many Spanish purchases the arras is not a separate document at all: it is a clause that sits inside the private purchase contract, governing what happens to the deposit if the deal falls through. The buyer pays a sum on signing, and the contract states how that sum is treated if either side later fails to complete.
The detail of how that clause works — and the crucial difference between arras penitenciales, which allow either party to walk away by sacrificing or doubling the deposit, and arras confirmatorias, which confirm the sale and do not give a right to withdraw — matters enormously, because it decides whether your deposit is a price for changing your mind or a sum you simply lose. We deal with that distinction in full on our dedicated arras deposit contract page. The point to grasp here is that the deposit terms are usually part of this contract, not separate from it, so the clause has to be read alongside everything else the contract says. Getting the arras wording right is one of the single most valuable things a review of the private purchase contract achieves.
The single most common way a buyer comes to grief is by signing the contract put in front of them — the developer's standard form or the estate agent's template — without independent review. These documents are not neutral. They are drafted by, or for, the other side, and they protect the other side's interests. A developer's contract will tend to give the developer generous deadlines, limit its liability for delay or defects, and tie your deposit up on terms that favour the company. An agent's template is built for a quick, frictionless sale, not for catching the problem that costs you later.
The risk is rarely a single obvious trap. It is the accumulation of small things: a completion deadline that only binds the buyer, a deposit clause that lets the seller keep your money but lets the seller off lightly, an absence of any clause allowing you to withdraw if due diligence turns up a charge or an unlicensed build, an inventory that quietly omits what you thought you were buying. None of these reads as alarming in isolation, and a buyer working in a second language, under time pressure and keen to secure the property, will usually sign. The protection is to have the contract read — and where necessary redrafted — by your own lawyer before you commit, not to discover the wording the day a dispute arises.
A private purchase contract is only as safe as the checks that sit behind it. The protective clauses described above are not abstract wish-lists; they are the contractual home for the findings of proper due diligence. Before you are bound, the legal status of the property should be verified — that the seller genuinely owns it and can sell it, that it is free of mortgages and embargoes, that there are no unpaid community charges or local taxes, that any extensions or pool were built with the right licences, and that the boundaries and registered description match reality on the ground.
Where that work is done before signing, the contract can confirm a clean position and oblige the seller to deliver it. Where time is tight and some checks are still running, the contract should make the purchase conditional on those checks coming back clear, with a clean right to withdraw and recover your money if they do not. Either way, the contract and the due diligence have to be designed together. A contract drafted in ignorance of the title position, or signed before the searches are complete with no protective conditions, is exactly how a buyer ends up bound to a property with a problem they cannot escape. This is the central reason to instruct an independent lawyer acting only for the buyer before, not after, the contract is signed.
Most of our clients are buying in Spain while living, working or banking somewhere else, and the private purchase contract has to work around that. The first issue is language. A contract you cannot fully read is a contract you cannot safely sign, so we work from a clear understanding of the Spanish text and explain its effect in plain English; where a bilingual version is used, it is important to know which language version prevails if the two ever differ. The point is not to have a comforting English summary but to be certain that what you are signing means what you think it means.
The second issue is being physically present to sign. You do not have to fly to Spain for every step. A buyer can grant a power of attorney — a poder — authorising a trusted representative to sign the contract and, in due course, the escritura on their behalf. Properly drafted and limited to the transaction, a power of attorney lets the purchase proceed on schedule without you having to take repeated trips, and it is a routine and well-understood part of how foreign buyers complete in Spain. Drawing better than fifteen years' experience helping expats buy here, we set these arrangements up so that you stay in control of the key decisions while the mechanics happen without you needing to be in the room.
The private purchase contract is deceptively important. It is easy to treat it as a formality on the way to the notary, when in fact it is the document that decides what you are actually buying, on what terms, and with what protection if things go wrong. For a foreign buyer working in a second language and under the pressure of a property they want to secure, the danger is not that the contract is impossible to understand but that it is far too easy to sign without realising what has been left out.
Our role is to make sure that does not happen. We review the contract before you sign it, check that the protective clauses you need are present and properly worded, and amend or renegotiate the terms where the draft favours the other side. We make sure the deposit and arras clause does what you intend, that the title and vacant-possession promises are watertight, and that the contract reflects the due diligence rather than ignoring it. Where you are buying from abroad we handle the bilingual signing and set up a power of attorney so the purchase proceeds without you needing to be present. Our team of bar-registered solicitors and legal specialists acts only for the buyer, explains everything in plain English, and where the work falls outside a clear scope we tell you what it involves and quote for it rather than leave you guessing. Extras may apply depending on the complexity of your matter. You can see the full range on our property legal services page.
It is the main binding agreement between a buyer and seller — the contrato privado de compraventa — that sets out the whole deal: the price, the payment schedule, the completion date, what is included, the condition and title promised, who pays which costs, and the penalties for default. It is signed before the notary deed (the escritura) and, once signed, legally commits both parties.
Yes. Despite the word "private," once both parties have signed it they are legally bound to complete the sale on its terms. A party who walks away without a contractual right to do so is in breach and can face the consequences set out in the contract, including loss of, or liability for, the deposit.
The reservation contract is a short early-stage document that takes the property off the market against a small deposit while checks begin. The private purchase contract is the comprehensive, binding agreement that follows, where the full deal is set out in detail. The reservation step is light; the private purchase contract is the document that genuinely commits you.
The private purchase contract sets the terms; the escritura pública carries them out. The escritura is the public deed signed before a notary that transfers ownership and is registered. By the time you reach the notary, the terms are already fixed in the private contract, so completion should be a formality rather than a renegotiation.
In most Spanish purchases the arras (deposit) is a clause inside the private purchase contract rather than a separate document. Its type matters: arras penitenciales let either party withdraw by sacrificing or doubling the deposit, while arras confirmatorias confirm the sale and give no right to walk away. Our arras deposit contract page explains the difference in full.
Key protective clauses include vacant possession on completion, delivery free of charges, debts and tenants, a clear completion deadline with consequences for delay, a right to withdraw if due diligence uncovers a charge or illegality, a subject-to-mortgage condition if you are buying with finance, and a precise inventory of the fixtures and items included.
You can, but it is risky. A developer's contract is drafted to protect the developer, and an agent's template is built for a quick sale, not for catching problems that cost the buyer later. We strongly advise having your own lawyer review and, where needed, amend the contract before you sign rather than relying on the other side's standard wording.
That depends on the terms of the contract, particularly the deposit and penalty clauses. Under arras penitenciales a seller who withdraws typically has to return double the deposit; under other arrangements the buyer may be able to enforce the sale or claim damages. This is exactly why the wording of the default and arras clauses needs to be right before you sign.
No. A buyer can grant a power of attorney (a poder) authorising a trusted representative to sign the private purchase contract and, in due course, the escritura on their behalf. Properly drafted and limited to the transaction, it lets the purchase proceed on schedule without repeated trips to Spain, which is a routine arrangement for foreign buyers.
Yes. We review the private purchase contract before you commit, check that the protective clauses are present and properly worded, amend the terms where the draft favours the other side, confirm the arras clause does what you intend, and handle bilingual signing and power of attorney for buyers abroad. We act only for the buyer, explain everything in plain English and quote clearly for the work involved.
The private purchase contract decides what you are buying, on what terms and with what protection. We review it before you commit, fix the clauses that matter, and handle signing from abroad. In plain English, across Spain.
The information on this page is general guidance only and does not constitute legal advice. The form and effect of the private purchase contract (contrato de compraventa), the arras deposit arrangements, and the conveyancing process in Spain depend on the specific property, the parties and the terms agreed, and the law and practice can change over time and vary in detail between regions. Always obtain advice on your specific contract and circumstances before signing. Platinum Legal Spain is an independent English-speaking legal practice serving clients across Spain.