Property Contracts: What Actually Matters
Most people treat the contract like a formality. In reality, it’s where deals are won, lost, or quietly set up to fail.
Whether you’re buying, selling, or developing property in Victoria, the contract of sale isn’t just about names, dates, and deposits. It’s a legal tool and if used well, it can control risk, shape negotiation outcomes, and protect your margin when things get tense.
Here’s what matters most.
1. Review Before You Sign, Not After
Too many deals fall apart because the contract wasn’t reviewed properly before signing. Once signed, your options shrink.
Red flags to look for include:
Sunset clauses that let the vendor delay or walk away
Broad disclaimers that leave buyers with no comeback on building issues
Misaligned settlement dates or unrealistic finance timelines
Nomination clauses that create unexpected stamp duty exposure
Once you’ve committed, “fixing” the contract is no longer an option. The smart play is a pre-signing review to flag issues early.
2. Special Conditions Decide Who Wears the Risk
The standard contract sets a basic framework, but special conditions are where the commercial edge lives.
For sellers:
Add clear carveouts for known risks
Define when and how extensions or defaults apply
Limit liability for delays in title registration, subdivision, or settlement
For buyers:
Negotiate inspection rights and warranties
Add flexibility around finance or early access
Insert triggers for withdrawal if key issues arise (planning, finance, strata defects)
Think of special conditions as your insurance policy. Drafted well, they protect your interests without killing the deal.
3. Know the Timings and What Triggers Default
Many purchasers believe that if their finance is late or settlement drags, it’s just a small inconvenience.
In reality:
Default interest usually starts immediately (often at more than 16%+ per annum)
Missed finance notice dates can remove your right to terminate
Settlement delays beyond the grace period may let the other side cancel the deal and keep the deposit
Vendors should track key trigger dates closely. Purchasers should diarise notification dates and allow a legal buffer for any lender delays. This is where proactive contract management pays off.
4. Agents Close the Deal, Lawyers Keep It Closed
Agents are great at getting the buyer to the table. But they’re not responsible for legal outcomes — you are.
If you’re a seller:
Make sure the contract reflects everything discussed
Don’t rely on verbal agreements or agent promises
If you’re a buyer:
Don’t assume the property condition, inclusions, or compliance are guaranteed
If it’s not written in, it’s not enforceable
Your lawyer should not just review the contract, but shape it to reflect the deal you think you’re doing.
5. Contracts Aren’t Just for Compliance, They’re for Control
The best operators don’t just sign and hope. They use contracts to:
Lock in control of the timeline
Anticipate problems before they escalate
Create clean exit options if key risks materialise
Limit exposure in worst-case scenarios
It’s not about being aggressive, it’s about being prepared.
Final Thoughts
If you’re serious about property, you can’t afford to treat the contract as paperwork. Every clause is a lever, one that affects risk, cash flow, tax exposure, and your ability to settle on time.
Whether you’re buying, selling, or negotiating a JV, bring your legal strategy into the deal early. It’s the fastest way to avoid drama and protect the outcome.
This content is for general information only and does not constitute legal advice. For advice specific to your situation, please contact MWBL Consulting.