A Thai sale and purchase agreement (SPA) is the contract that turns a verbal deal into a binding obligation to buy and sell. It is not the same document as the title deed, and treating it as a formality rather than the actual legal record of your deal is how foreign buyers end up with mismatched property details, vague payment terms, or a deposit they cannot recover. Below is what to check line by line before you or your lawyer signs.
Table of Contents
What Is a Thai Sale and Purchase Agreement (SPA)?
An SPA is the binding contract between buyer and seller that sets the price, payment schedule, and the conditions under which ownership transfers. It is a separate document from the Chanote title deed, which is the official record of who owns the property and where it sits.
In Thai, the SPA is called the Sanya Ja Sue Ja Kai (สัญญาจะซื้อจะขาย). It can be written in English, Thai, or both, but it covers a narrower set of rights and obligations than a sale contract in many Western jurisdictions, so nothing should be assumed to be standard just because a template looks complete. The Land Department only gets involved at the transfer stage, when a separate, shorter transfer document is signed in Thai. The SPA itself is the negotiating document, and it is the one you actually control.
Thai property buying process → buying property in Hua Hin step by step
Does the Title Deed Match the Sales Contract?
The property description in the SPA, location, land or unit size, and title deed number, must match the Chanote on file at the Land Department exactly, with no discrepancies.
This sounds obvious until you see how often it is skipped. Buyers sometimes assume the seller’s paperwork is accurate because it looks official, but discrepancies between the title deed and the sales contract are a common source of legal problems later, particularly with older land parcels where boundaries were resurveyed or a unit was renumbered after construction. The fix is simple: get a current copy of the Chanote directly from the Land Department (not just the copy attached to the contract) and compare it line by line against the SPA before signing anything.
For condos, also confirm the unit’s floor, building, and registered area match what is in the SPA. For land or villas, check that any structures on the land are covered by a valid building permit, since an SPA cannot create legal rights to a structure the seller never had permission to build.
A common version of this in Hua Hin: many villa and townhouse projects here were built in phases, with unit numbers assigned on the site plan before construction finished. By the time the project is complete and ready for resale, the developer’s internal numbering sometimes differs from what was actually registered at the Land Office, especially on phase 2 or phase 3 releases where a unit was renumbered after an earlier reservation fell through. A buyer working only from the listing or the developer’s marketing pack can end up signing an SPA referencing a unit number that doesn’t match the Chanote at all. The fix is always the same: pull the current title deed directly from the Land Office and confirm the registered unit number, not the sales office’s number, before any deposit changes hands.
Which Language Governs if the Thai and English Versions Disagree?
If an SPA exists in both Thai and English and the two versions conflict, Thai law defaults to the Thai-language version governing unless the contract explicitly states otherwise.
This catches a lot of foreign buyers off guard. You can negotiate in English, read an English translation, and feel confident about every clause, then discover that the version a court would actually enforce is the Thai one you never had independently checked. The fix is to insist on a clause that names which language version governs in case of dispute, and to have a Thai-English bilingual lawyer, not the seller’s translator, confirm that the two versions actually say the same thing. Negotiation drafts that are never signed should be marked clearly as such, so there is no ambiguity about which document is the final, executed agreement.
Is the Property Within the Condo’s 49% Foreign Quota?
Foreign freehold ownership in any Thai condominium project is capped at 49% of the building’s total sellable floor area, so buyers should get written confirmation from the juristic office that quota space is available before paying a reservation fee or signing an SPA.
This matters because quota status can change between when a unit is listed and when you are ready to sign, especially in popular buildings. If the foreign quota fills up before your transfer is registered, you cannot complete a freehold purchase on that unit at all, and you would need to either find a different unit or accept a leasehold structure instead, which carries very different legal protections. Ask for the quota confirmation in writing, not a verbal assurance from an agent, and check it again close to the signing date if there has been any gap since your initial inquiry.
Does a 30-Year Lease Term Include Automatic Renewal?
No. A March 2025 Thai Supreme Court ruling confirmed that pre-agreed renewal clauses promising lease terms beyond the initial 30 years are void and unenforceable, regardless of what both parties signed or how much was paid upfront for the “future” terms.
This is directly relevant to Hua Hin, where villa purchases are commonly structured as a registered 30-year land lease (since foreigners cannot own land outright) paired with separate ownership of the building. For years, contracts marketed “30+30+30” structures as giving buyers effective control for up to 90 years. The Supreme Court’s decision in Case No. 4655/2566 closed that door: only the first 30-year term is a registered, protected right. Any renewal beyond that must be genuinely renegotiated when the term expires, and the landowner is under no legal obligation to agree to the same terms, or to renew at all.
If you are reviewing a leasehold SPA with a renewal clause, treat the renewal as a hope, not a guarantee, and price the deal accordingly. Pairing the lease with a registered right such as superficies, which lets you own the building separately from the land, can offer some protection for the structure even if the land lease itself is not renewed, but this needs case-by-case legal advice.
A pattern worth knowing in Hua Hin specifically: a meaningful share of villa leasehold contracts written before 2025 included a “30+30+30” renewal clause as a standard feature, often presented as giving the buyer effective control of the property for up to 90 years. Since the March 2025 Supreme Court ruling, any of those existing contracts with that structure now carry real uncertainty on the second and third terms, even though the first 30-year period itself remains valid and registered. Anyone holding, or being offered, a leasehold villa contract with this clause should have it reviewed against the new ruling specifically, since a contract that looked airtight in 2023 may now only guarantee a third of what it promised.
Condo SPA Checks vs. Leasehold Villa SPA Checks
| Condo (freehold) | Leasehold villa or house |
| Confirm the 49% foreign quota has space, in writing | Confirm the lease term is registered and capped at 30 years |
| Match unit number, floor, and registered area to the Chanote | Confirm building ownership (superficies) is registered separately if applicable |
| Check for any OCPB-controlled reservation contract compliance (off-plan units) | Treat any renewal clause as a future negotiation, not a guarantee |
| Verify funds will be transferred via FET to support freehold registration | Confirm who is responsible for land tax and lease registration fees |
What Happens to the Deposit if I Walk Away, or if the Seller Does?
The SPA should state exactly what happens to the deposit if either party defaults, including the conditions for forfeiture, refund, and any penalty owed by the seller, not just the buyer.
A surprising number of contracts only address what happens if the buyer backs out. A balanced SPA also covers what happens if the seller fails to deliver a clear title, misses the agreed transfer date, or cannot produce documents promised in the contract, such as a maintenance fee clearance letter or building permit. Look for a clear timeline tied to the deposit (when it is due, how it is held, and under what conditions it becomes non-refundable) and a dispute resolution process if something goes wrong before transfer.
A common gap in Hua Hin SPAs: many only cover what happens if the buyer backs out, not if the seller delays past the agreed transfer date. Without a seller-default clause, a buyer has no clear right to a refund or penalty if the seller stalls. A solid deposit clause sets a cure period and guarantees a full refund if the seller can’t deliver clear title on time.
Is This an Off-Plan Condo Reservation, Do New Consumer Rules Apply?
If you are reserving an off-plan condo unit directly from a developer, Thailand’s Office of the Consumer Protection Board (OCPB) has required, since January 2025, that reservation contracts use a standardized Thai-language form and prohibits certain unfair terms, including clauses that let a developer confiscate the full reservation fee when the buyer is not in default.
This rule exists because of a wave of consumer complaints about developers keeping reservation payments after disputes that were not the buyer’s fault. The notification specifies required terms (project name, unit specifications, payment schedule, construction permit timeline) and bans specific unfair clauses outright. If a developer hands you a reservation agreement that looks like an old template, or skips required disclosures such as the construction permit timeline, that is a sign the contract has not been updated to comply, and it is worth raising directly before you pay anything.
This OCPB rule covers the reservation stage only. The full SPA signed after due diligence is a separate document and should still be reviewed on its own terms.
What Other Documents Should Be Attached to the SPA?
The Chanote copy, house registration book or condo unit title document, and construction permit should all be physically attached to the SPA as exhibits, not just referenced in the text.
If the property is sold furnished, attach an itemized furnishings list, including make and model for major appliances and air-conditioning units, especially for off-plan purchases where furnished can otherwise mean very different things depending on who is asked. Loose references like as currently furnished or per developer specifications without an attached list leave room for disputes at handover. The more specific the attachments, the less there is to argue about once you are standing in the unit comparing it to what you signed for.
Frequently Asked Questions
Do I need a lawyer to review a Thai SPA, or can I rely on the agent’s contract?
A real estate agent’s job is to close the deal, not to protect your legal interests, so an independent Thai lawyer reviewing the SPA on your behalf is strongly recommended, especially for cross-border buyers unfamiliar with Thai contract conventions.
Can the SPA be changed after I sign it?
Yes, but only if both parties agree in writing to an amendment; once signed, an SPA is binding, and any later changes need a formal addendum rather than a verbal understanding.
Is escrow available for Thai property purchases?
Thai law allows pre-transfer payments to be held in escrow at certain banks, but it is not mandatory and not all developers or sellers are willing to use it, so it has to be negotiated and confirmed as a contract term rather than assumed.
What is the difference between the SPA and the document signed at the Land Department?
The SPA is the negotiated contract covering price, terms, and conditions between buyer and seller; the Land Department transfer document is a separate, shorter form executed in Thai at the time of registration, and it does not replace the protections you negotiated into the SPA itself.
Join The Discussion