Purchase Agreement: What to Review Before Signing

A purchase agreement isn't signed out of trust in the seller: it's signed because each clause either obligates or protects you, and most buyers only discover which is which when something has already gone wrong. Before you sign your name, there are six fronts that determine the real risk of the deal — not general advice, but the specific clauses that appear in presale and purchase agreements in the Riviera Maya.

Promise to purchase, reservation, and purchase agreement: they're not the same contract

What type of contract am I signing? It depends on what obligation you acquire, not on the name they give it in the heading. A reservation is usually the first document: it reserves the unit and stops its sale to third parties, but normally doesn't obligate you to buy nor the developer to sell in writing — only to wait while conditions are negotiated.

The promise to purchase is different: there both parties commit to celebrate the definitive purchase agreement in the future, under the conditions that the document itself sets. Signing it obligates you and obligates the developer — but the final obligation, to transfer the property, still hasn't occurred.

The purchase agreement is the contract that does transfer ownership, either at the moment you sign it or at the agreed time for title deed registration. In presale, it's typical that a promise or a purchase agreement with reservation of ownership is signed first, and the title deed comes later, once the work is completed.

Read the title of the document, but above all read the obligation clauses: what commits you to pay, what commits the developer to deliver, and what happens if one party doesn't comply. That reading tells you what you signed, beyond what the paper is called.

Delivery date and what happens if the developer is late

What happens if they're late? It depends on whether the contract sets a certain delivery date or only an estimated date — and that distinction is what costs a buyer the most when they don't review it in time.

A certain date is a commitment: a specific day or period, with consequences if not met. An estimated date, on the other hand, usually comes with phrases like "approximately" or "subject to" — and without a clause backing it up, that date doesn't obligate anything.

The clause that truly protects the buyer is the penalty for delay: a mechanism that compensates the buyer when the developer doesn't deliver within the agreed timeframe. Check if it exists, on what terms it operates, and whether it applies automatically or requires you to claim it.

Here's the risk most people ignore: if the contract doesn't set a certain date or consequence for the developer, the buyer assumes the risk of delay with no remedy. A contract without a symmetric penalty clause is unbalanced in favor of whoever drafted it — because the developer normally can penalize you if you delay on your payments, but you don't have the mirror of that clause if they're late. Ask that both parties have a contractual consequence for non-compliance, not just one.

Deposits, reservations, and refund conditions

Do I get my deposit back? That depends entirely on what the refund clause says, and that clause is rarely symmetric between buyer and seller.

Presale contracts usually distinguish between two scenarios: the buyer withdraws without cause attributable to the developer, or the developer breaches — delay, project changes, lack of permits. In the first case, it's common for the contract to provide for partial or total retention of the deposit in favor of the developer. In the second, refund should be provided, although the percentage and timeline vary from contract to contract and must be read carefully.

Another overlooked point: who holds the money while the transaction progresses. Some developments handle the deposit directly, others deposit it in an escrow or guarantee account until certain conditions are met. That difference matters because it determines how easy — or difficult — it is to recover the money if the deal doesn't go through.

Before paying any deposit, locate the specific refund clause in the contract and ask, literally, under what circumstances it applies and in what timeframe. If the contract doesn't specify this clearly, that's a signal to ask for clarification in writing before signing, not after.

Price, adjustments, and expenses: who pays what

What expenses are my responsibility? The price you see on the first page of the contract is almost never the total cost of the operation, and here it's worth looking at two types of clauses: price adjustment clauses and expense distribution clauses.

Adjustment clauses determine whether the agreed price can be modified during the contract term — for example, if payment is made in several installments and the contract provides some update mechanism between one date and another. If such a clause exists, identify under what condition it activates and who decides when it applies.

Title deed expense clauses distribute concepts like notary fees, property transfer taxes, registration fees, and in some cases, commissions, between buyer and seller. Practice varies from contract to contract: some charge most of these expenses to the buyer, others split them. There's no single rule — what there is is a clause you must locate and understand before calculating how much you really need to close the purchase.

Ask that the contract break down these expenses by name, not generically refer to "title deed expenses as determined by the notary": that ambiguity is what later translates into an invoice no one budgeted for.

Title deed registration: who, when, and under what conditions

When do I register the title deed? When the contract says you can — and that's normally tied to specific conditions, not a loose date.

In presale, title deed registration is usually conditioned on the work being completed, the developer having the permits and documents necessary to transfer ownership, and you having covered the price according to the payment schedule. The contract should name these conditions explicitly, along with a reasonable timeframe to formalize once they're met.

Also review who chooses the notary and who covers their fees — you already saw this in the expenses section, but here the procedure also matters: if the contract obligates you to use a notary designated by the developer without possibility of independent review, it's worth asking why.

A well-drafted contract doesn't just say "title will be registered when the work is finished": it says what documents the developer must present, in what timeframe after conditions are met a signing is scheduled, and what happens if you don't show up or if the developer delays in providing what's necessary to register title.

Termination: how to exit and at what cost

How do I get out of the contract? Through the termination grounds that the contract itself lists — and the list of those grounds, along with their penalties, is one of the most asymmetric clauses that exist in presale.

A contract normally details what gives the developer the right to terminate against you — typically payment default — and what would give you the right to terminate against them, such as serious delay in delivery or substantial breach of agreed specifications. The question that matters isn't whether a termination clause exists, but whether it exists in both directions and with comparable penalties.

Each ground should come with its economic consequence: what percentage is retained, what's refunded, in what timeframe. A contract that details buyer penalties with precision but leaves developer penalties vague is a sign that the document was drafted with only one party in mind.

If you're going to buy, locate this clause before any other and ask yourself: if the developer breaches the same way you could breach, does the contract treat them the same?

Frequently asked questions

What should I review in a contract before signing for an apartment? First review what type of document you're signing — reservation, promise to purchase, or purchase agreement — because each obligates you differently. Then locate the delivery date, the deposit refund conditions, the distribution of title deed expenses, and the termination grounds with their penalties. If any of these clauses don't appear clearly, ask for clarification before signing.

Do I need a lawyer to review the contract? A purchase agreement or promise to purchase involves legal obligations that an real estate attorney should review before you sign, especially regarding termination clauses, price adjustments, and title deed registration conditions. This guide helps you identify what to look for, but doesn't replace that professional review of your specific contract.

What's the difference between a reservation and a promise to purchase? The reservation normally only reserves the unit and stops its sale while conditions are negotiated, without binding either party. The promise to purchase does create mutual obligation: committing to celebrate the definitive purchase agreement under the conditions the document establishes. Review the content of the clauses, not just the contract title, to know which one you signed.

Before signing, add a professional review

This guide gives you a map of what clauses to review and why they matter, but it's informational in nature and doesn't replace a lawyer's review of the specific contract you're about to sign — each document has its own wording and legal nuances. If you're about to sign a promise to purchase or a purchase agreement in the Riviera Maya and want a second look before committing, schedule a conversation with a Propyte advisor: we help you understand what your contract says before it's too late to negotiate it.