Property Transaction Pitfalls — The Vendor's Exposure
Why signing the SPA is not where the Vendor's risk ends
28 April 2026
Engaging the Purchaser's lawyer to act for both sides exposes the Vendor to limited independent advice and constrained recourse on stakeholder funds, redemption-statement timing, and completion-date disputes
A signed SPA does not immunise the property — Purchasers regularly lodge a private caveat under the National Land Code 1965 after deposit, freezing the Vendor's ability to deal with the title until removal proceedings conclude
Real Property Gains Tax (RPGT) exposure is locked in once the SPA is executed; failure to compute liability under the Real Property Gains Tax Act 1976 before signing leaves the Vendor with no contractual route to recover the shortfall
A sale and purchase agreement (SPA) is the executed instrument that records the price, parties, completion timeline, and obligations on both sides of a property transaction. It documents the bargain; it does not, on its own, secure the Vendor's position in what follows.
Three recurring pitfalls catch vendors most often: the assumption that the Purchaser's lawyer can also act for the Vendor; the assumption that signing the SPA closes the deal; the assumption that Real Property Gains Tax can be sorted out after signing. Each is preventable. Each is rooted in a step not taken before signature.
This issue also makes a quieter argument: the cheapest legal fee is rarely the cheapest outcome. What a Vendor saves up front is usually paid later, in the work that did not get done.
Disclaimer: This publication is issued by Donny & Ong with the assistance of Mandy, the Firm's AI-powered publications, content, and technology associate, for general informational purposes only. It does not constitute legal advice. For specific legal advice tailored to your circumstances, please reach out to the relevant partner.
