What to read first in a contract to buy and sell
Read three clauses before anything else: the financing condition, the transfer date and what happens if it slips, and how the transfer day costs are divided. Those three are where your money actually changes hands. The rest is detail that follows.
A contract to buy and sell is not a sale. It is a promise to buy and to sell at a future date. The sale of immovable property happens only when the transfer is registered at the land office. The period between signing and transfer is where nearly every problem occurs, and it is the period this contract governs.
The financing condition is the buyer's most important clause
Most buyers borrow, and the bank is a third party with no part in your contract. If the bank declines, you cannot transfer, and if the contract says nothing about it, failing to transfer becomes your breach, which opens the door to forfeiting the deposit.
The sentence you need says that if the buyer does not obtain loan approval from a financial institution within the stated period, the contract terminates and the seller returns the deposit and everything paid, with neither side claiming damages.
Three details follow that sentence. How many banks must be applied to; sellers commonly ask for at least two or three, so a buyer cannot apply half-heartedly to one and then claim they were refused. What evidence proves it, which should be the bank's written decision rather than a verbal account. And the deadline, which should be generous, because approval takes weeks and routinely runs later than everyone expects.
The case people forget is approval at a lower amount than requested, which happens more often than outright refusal. A clause that only covers being declined does not cover it. Write it to include approval below the stated figure. Why lenders reach different figures is in why banks value the same house differently.
Earnest money and a down payment are not the same thing
The two terms get used interchangeably until people assume they are identical, but their legal effect differs. Earnest money is placed as evidence that a contract exists and as security for performance. A down payment is part of the price, paid in advance.
The difference bites when something goes wrong. If the party who placed the earnest money breaches, the recipient may forfeit it. If the recipient of the earnest money is the one who breaches, the law requires it to be returned.
Here is where the widespread misunderstanding sits. Many people believe a seller in breach must automatically return the deposit plus an equal sum. In fact, returning double is a term written into the contract, not an automatic consequence of the law.
So the action is straightforward: open your contract and see whether that clause is there. If it is not, ask for it, because without it what you get when the seller breaches is your own money back, which does not compensate for the time and the opportunity lost. Writing it symmetrically for both sides is a request a genuine seller rarely refuses.
The transfer date, and what happens if it slips
Most contracts state a transfer date and a great many say nothing about what happens if it moves, which is the gap that produces the most disputes, because transfer dates slip routinely: from the bank's side, the land office's side, and from things nobody controls.
What to write: how many days it may move without being a breach, how much notice is required and in what form, and what happens if the grace period passes and it still cannot be done. A figure fair to both sides is usually fifteen to thirty days, depending on whether the financing is settled.
Another sentence worth having says both parties are obliged to attend the land office at the appointed time, and that a party failing to attend without reasonable cause is in breach. That makes non-attendance a thing with consequences rather than a silent disappearance the other side can do nothing about.
Transfer day costs: who pays what
This clause is short and worth six figures, and if it is not written it becomes an argument at the counter on transfer day, when neither side has any negotiating room left.
| Item | Usual practice | What to state explicitly |
|---|---|---|
| Transfer fee | Commonly split equally | State the split as a figure, and that it is calculated on the appraised value |
| Specific business tax or stamp duty | The seller | State that the seller pays it in full |
| Withholding tax | The seller | Write it in, because sellers often have not calculated it |
| Mortgage registration fee | The buyer | Relevant only where the buyer is borrowing |
| Outstanding common area fees | The seller clears them before transfer | State that the seller produces a debt-free certificate on transfer day |
There is currently a reduction of the transfer and mortgage registration fees to 0.01 percent for homes up to 7 million baht, subject to conditions, until 30 June 2027, which changes the figures in that table considerably. The conditions are in the transfer fee and LTV measures extended to 2027.
Check it against reality before signing
Before signing, compare what the contract says against the actual documents, line by line. Thirty minutes of work that prevents the problems that are hardest to fix.
- Does the seller's name match the title deed? If not, there must be a valid power of attorney, and you should meet the actual owner at least once.
- Do the deed number, parcel number and area match? Get a copy of the deed and compare, rather than trusting what is typed in the contract.
- Are there encumbrances on the deed? A mortgage, a servitude, a seizure. The reverse of the deed records them. Where there is a mortgage, state clearly that the seller discharges it on transfer day.
- What is included and excluded. Air conditioners, built-in furniture, curtains, the water heater. List them in a schedule with photographs. Disputes about a missing air conditioner on handover day happen far more than they should.
- The condition on handover. State that it is delivered in the condition seen on the day of signing, and attach photographs of every room, initialled by both sides.
For a resale house, inspect properly before signing rather than after, because your negotiating position drops sharply once you have signed. What to look at is in buying a resale house, structural risk and hidden costs, and checking land before paying anything is in checking land records online before you buy.
An unwritten agreement can bind, but it is hard to enforce
People ask whether a verbal agreement with money paid over means anything. It binds between the parties, but to sue to enforce it you need one of three things: written evidence signed by the party to be held liable, earnest money placed, or part performance.
In practice that means a transfer slip carrying a note of what it is for and which property has more weight than people realise, and transferring money with nothing recorded at all is what to avoid.
But having enough evidence to sue and having a properly written contract are different things. The first lets you go to court. The second means you do not have to.
If the seller changes their mind halfway
It happens, especially when prices move. Some sellers find a higher offer after signing with you. What you can do depends on what was written and on what you did at the start.
One route is to demand performance, meaning suing to compel the transfer. That takes time and is the most direct route if you genuinely want that property. The other is to terminate and claim your money back with the damages the contract provides, which returns to the double-deposit point above.
What helps considerably is registering notice of the contract with the land office, so anyone checking the deed sees a contract exists. It is not available in every case and has its own procedure, but it is worth asking a lawyer or the officials about at the outset where the value is high and the gap between signing and transfer is long.
Five sentences always worth asking for
The standard contract a seller or developer supplies is written with their side in mind, which is not wrong, but it means you have to ask. These five are usually granted.
- Termination and a full refund if financing is refused or approved below the stated amount.
- The seller warrants the property is free of encumbrances and adverse claims at transfer, and will discharge any mortgage on transfer day.
- The seller warrants there are no outstanding common area fees, utilities or taxes, and will produce evidence on transfer day.
- The buyer's right to re-inspect the property no fewer than three days before transfer.
- Liability on breach written symmetrically for both parties, not only for the buyer's default.
The fourth is more useful than it looks, because a house standing empty while transfer is arranged can develop anything: a leak, missing items, a changed condition. You should see that condition before the money moves rather than afterwards.
Frequently asked questions
What is the difference between a contract to buy and sell and a sale?
The contract is a promise to buy and sell at a future date. The sale of immovable property happens on registration at the land office. The period between the two is what this contract governs.
If my loan is refused, do I get the deposit back?
Only if the contract says so. Without a financing condition, failing to transfer can be treated as the buyer's breach and the deposit forfeited. Write the clause in, covering approval below the requested amount as well.
Does a seller in breach have to return double?
The law requires the earnest money to be returned when the recipient breaches. Returning it with an equal additional sum is a contractual term that has to be written in; it does not arise automatically.
Earnest money or down payment, what is the difference?
Earnest money is evidence of the contract and security for performance. A down payment is part of the price paid in advance. Their effect when something goes wrong differs.
We agreed verbally and I transferred money. Does that count?
It binds between you, but enforcing it requires written evidence signed by the liable party, earnest money placed, or part performance. Note on the transfer slip what the payment is for and which property.
Can the transfer date be moved?
If the contract allows it. State how many days it may move without breach, what notice is required, and what happens once the grace period passes.
Are the air conditioners and furniture included?
Only if written. Attach a schedule with photographs, because disputes about missing items on handover day are common.
The seller sold to someone else. What can I do?
Sue to compel the transfer, or terminate and claim your money with the damages the contract provides. Where the value is high and the wait is long, ask about registering notice of the contract at the land office from the start.
Key takeaways
- Read three clauses first: financing, transfer date and slippage, and division of costs.
- The financing clause must cover approval below the requested amount, not only refusal.
- Earnest money and a down payment behave differently when things go wrong. Separate them clearly.
- Returning double the deposit is a contract term, not automatic law. Check whether yours has it.
- State how many days the transfer may move and what follows if a party does not attend.
- Compare the seller's name, deed number, area and encumbrances against the real documents before signing.
- Attach a schedule of what is included, with photographs.
- Ask for the right to re-inspect the property shortly before transfer.