Property Transaction Pitfalls — The Purchaser's Exposure
Why signing the SPA is not where the Purchaser's title begins
12 May 2026
"As is where is." Three words sit quietly at the back of almost every sub-sale SPA. Under "as is where is," the Purchaser absorbs every defect and unauthorised structure the Vendor leaves behind from the moment of completion.
Two fields on the title — "Sekatan Kepentingan" and "Kategori Kegunaan" under the National Land Code (Revised 2020) — determine what the registered proprietor may do with the land and what the land may lawfully be used for; both are findable on a routine land search before the SPA is signed.
The sub-sale SPA's boilerplate is bespoke, not standard-form — the default interest rate, the dispute resolution mechanism, and the late delivery remedies are where parties fight when things go wrong.
A sale and purchase agreement (SPA) is the executed contract 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, place the title in the Purchaser's name.
Four recurring pitfalls catch Purchasers most often in sub-sale transactions: the "as is where is" default that transfers every defect and unauthorised structure at the moment of completion; the restriction in interest that no one checked on the land search; the bespoke boilerplate that looks standard and is not; and the category of land use that limits what the property may lawfully be used for. Each is preventable; each is rooted in a check the SPA itself does not perform.
This issue is the companion piece to Issue 03 (Vendor Edition). The exposures sit on different sides of the same transaction, and rest on the same principle: the leverage to ask the right question lives before signature, not after.
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.
