Builder–Buyer Agreement Review — RERA FAQs
This page explains how to review a Builder–Buyer Agreement (agreement for sale) under RERA before signing or acting on it, with particular attention to unit identity, price and payment terms, possession and delay, title and project disclosures, alterations, defect protection, parking and common areas, conveyance, transfer restrictions and evidence.
Important scope note. These FAQs provide general educational information for Uttar Pradesh and Uttarakhand. Project-specific conclusions require the current State rules or prescribed agreement framework, project disclosures, sanctioned plans, title and encumbrance material, and the live tax and stamp position.
A. Agreement Framework, Project Identity and Area
The agreement for sale fixes the legally important commercial framework of the purchase: the identified unit, price and payment schedule, specifications, possession commitment, default consequences, transfer rights, common-area treatment and remedies. A useful review compares the draft and every annexure with the promoter’s RERA disclosures, sanctioned plans, title and encumbrance material, the applicable State agreement-for-sale framework and the buyer’s actual commercial understanding before further money or rights are committed.
Section 13(1) prohibits a promoter from accepting more than ten per cent of the cost of the apartment, plot or building as advance payment or application fee without first entering into a written agreement for sale with the allottee and registering that agreement under the law in force. Section 13(2) also requires the agreement to be in the prescribed form and to contain the prescribed particulars. The payment history should therefore be checked against the date and registration status of the agreement.
It is important because Section 13(2) contemplates an agreement in the form prescribed by the appropriate Government. Uttar Pradesh has notified the Uttar Pradesh Real Estate (Regulation and Development) (Agreement for Sale/Lease) Rules, 2018, and UP-RERA publishes that framework on its official portal. For an Uttarakhand transaction, the current State rules, amendments, Authority material and the project-disclosed proforma should be verified at the time of review. A promoter’s private draft should not be treated as the governing benchmark without checking the applicable State framework.
The agreement should clearly identify the promoter and allottee, project and RERA registration number, land and project particulars, exact tower or block, floor and unit, carpet area, exclusive balcony or verandah and open-terrace area where applicable, garage or parking treatment, specifications, total price and components, payment milestones, possession commitment, relevant approvals and all incorporated schedules, plans and annexures. The agreement should be internally consistent with the project’s RERA disclosures and sanctioned documents.
Section 2(k) defines carpet area as the net usable floor area of an apartment, excluding the area covered by external walls, areas under services shafts, exclusive balcony or verandah area and exclusive open terrace area, but including the area covered by internal partition walls. Because RERA uses carpet area as a core disclosure concept, the agreement should state it precisely and should separately describe other areas rather than obscuring the commercial calculation through an undefined ‘super area’ or similar expression.
Yes. Section 12 creates statutory consequences where a person makes an advance or deposit on the basis of an advertisement, prospectus or model apartment and suffers loss or damage because of an incorrect or false statement. Important representations about amenities, specifications, location, layout or delivery should therefore be preserved and compared with the written agreement and registered project disclosures. A review should identify any material sales representation that disappears, changes or becomes heavily qualified in the agreement.
B. Price, Payment, Interest and Charges
The review should separate the base consideration from taxes, statutory levies, maintenance-related amounts, utility or infrastructure charges, garage or covered-parking charges where legally permissible, club or facility charges and any other separately demanded component. Payment milestones should be objectively identifiable and linked to the agreed construction or contractual stage where applicable. Open-ended clauses allowing undefined additional amounts should be tested for legal basis, transparency, documentary support and consistency with the prescribed agreement and project disclosures.
A broad clause should not be read as an unlimited right to shift any future project cost to the allottee. The agreement should identify the category of charge, legal or contractual trigger, method of calculation, supporting document and point at which it becomes payable. Any clause based on a statutory levy, competent-authority demand or change in law should be checked against the actual event and the applicable State agreement framework rather than treated as a blank cheque.
The agreement should separately identify the consideration and the party responsible for applicable GST, stamp duty, registration fee and other statutory charges. Tax rates, exemptions and stamp treatment can change and may depend on the nature and timing of the transaction. The live tax and State stamp position should therefore be verified at the relevant date instead of permanently embedding a historical rate into the legal review.
RERA is designed around parity of interest. Section 2(za) provides that the rate chargeable from the allottee in case of default shall be equal to the rate the promoter is liable to pay the allottee in case of default, while Section 19(7) makes the allottee liable to pay prescribed interest for delayed payments. A materially one-sided interest clause should therefore be checked against the Act, the applicable State rules and the prescribed agreement.
The agreement should identify the amount, recipient, purpose, due date, accounting treatment, transfer or refund mechanism and relationship of the charge to lawful possession and maintenance handover. Charges should not be accepted merely because they are labelled ‘maintenance’, ‘corpus’, ‘facility’ or ‘holding’. The project documents, State agreement framework and actual possession status should be checked to determine whether the demand is contractually and legally supportable.
A holding charge should be examined against the actual readiness of the unit, the required occupancy or completion documentation, the terms of the agreement, any unresolved material defects and the validity of the possession offer. An allottee’s own delay after a legally sustainable offer may have consequences, but a promoter should not automatically convert its own incomplete performance into an allottee default merely by issuing a demand letter.
C. Possession, Delay, Default and Exit
The contractual possession commitment should be calendar-certain or objectively ascertainable and should be compared with the project completion date disclosed to the RERA Authority and any lawful extension. A grace period should identify its trigger and scope rather than giving the promoter an undefined additional period for every kind of delay. The review should distinguish an agreed limited extension from statutory force majeure or an Authority-approved project extension.
For Section 6, force majeure means war, flood, drought, fire, cyclone, earthquake or another calamity caused by nature that affects regular development of the project. Section 6 also permits the Authority, in specified reasonable circumstances without promoter default, to extend project registration for reasons recorded in writing. A contractual force-majeure clause may require separate analysis, but it should not be assumed that every labour problem, financial difficulty, approval delay or market event automatically falls within the statutory definition.
No. The legal effect of an offer depends on the applicable occupancy or completion documentation, the readiness of the unit and essential facilities, the agreement terms, statutory requirements and the facts of the project. The offer letter, certificate relied upon, sanctioned plan, dues statement and condition of the unit should be checked together. The allottee’s duty under Section 19(10) to take physical possession within two months of the occupancy certificate also makes the certificate and timing important.
Section 18 distinguishes between an allottee who wishes to withdraw and one who remains in the project. In the statutory circumstances, an allottee who withdraws can seek return of the amount received by the promoter with prescribed interest and compensation in the manner provided by the Act. An allottee who does not withdraw is entitled to prescribed interest for every month of delay until possession is handed over. The contractual possession date, any valid extension and the facts causing delay must therefore be identified accurately.
No. An allottee who simply chooses to exit for personal, financial or commercial reasons may be governed by the agreement’s cancellation provisions, subject to applicable law. Section 18 addresses promoter failure or inability to complete or give possession in the statutory circumstances. The factual and legal basis of exit should therefore be recorded before a cancellation or refund demand is framed.
Section 11(5) allows the promoter to cancel an allotment only in terms of the agreement for sale and expressly permits the allottee to approach the Authority where cancellation is not in accordance with the agreement, is unilateral and is without sufficient cause. Red flags include cancellation for trivial breaches without a reasonable cure opportunity, forfeiture disconnected from the applicable legal framework and clauses that give the promoter materially wider termination rights than the prescribed agreement permits.
Signing does not necessarily make every one-sided term immune from scrutiny. The Supreme Court has held in consumer cases, including Pioneer Urban Land and Infrastructure Ltd. v. Govindan Raghavan, that ex facie one-sided, unfair and unreasonable builder-drafted terms may constitute unfair trade practice and need not bind a consumer as though freely negotiated on equal terms. The result remains fact-specific, so the clause, statutory framework, bargaining context and relief sought must be analysed.
A private contract cannot by itself extinguish statutory remedies. The Supreme Court in Imperia Structures Ltd. v. Anil Patni confirmed that the consumer remedy remains an additional remedy notwithstanding RERA. Arbitration clauses and contractual forum clauses likewise require analysis under the applicable arbitration, consumer and RERA framework rather than automatic enforcement against every statutory forum. The forum strategy should be chosen for the particular relief and duplicate recovery should be avoided.
D. Project, Title, Alterations and Defect Protection
The review should verify the project registration status, promoter identity, declared completion date and extensions, sanctioned plans and layout material available on the portal, project disclosures and updates, approvals and certificates uploaded, litigation or orders where disclosed, encumbrance and title information, and the proforma allotment letter, agreement for sale and conveyance deed where available. Important pages should be preserved with the review date because project disclosures can later change.
An agreement for sale does not cure a defective title or erase an existing mortgage or charge. Title-chain material, development rights, encumbrance disclosures, lender arrangements and any required release or no-objection mechanism should therefore be checked independently. Section 11(4)(h) protects the allottee against a mortgage or charge created by the promoter after execution of the agreement for sale in a manner affecting the agreed apartment, plot or building, but that protection does not remove the need to understand pre-existing project finance and title risk.
Section 14(2)(i) restricts additions or alterations in the sanctioned plans, layout plans, specifications, fixtures, fittings and amenities relating to the apartment, plot or building agreed to be taken without the allottee’s previous consent. The Act permits limited minor additions or alterations in specified circumstances, including those required by the allottee or necessary for architectural or structural reasons with the prescribed professional recommendation, declaration and intimation. A broad contractual power to change area, layout or specifications should therefore be tested against Section 14 rather than accepted at face value.
Under Section 14(2)(ii), other alterations or additions in the sanctioned plans, layout plans and specifications of the buildings or common areas within the project require previous written consent of at least two-thirds of the allottees, other than the promoter, subject to the statutory counting rule. The agreement should not purport to obtain an unrestricted advance waiver of this statutory consent requirement.
Section 14(3) provides that where a structural defect or another defect in workmanship, quality or provision of services, or another promoter obligation under the agreement relating to the development, is brought to the promoter’s notice within five years from handing over possession, the promoter must rectify it without further charge within thirty days. If the promoter fails to do so, the aggrieved allottee is entitled to appropriate compensation under the Act. A contract should not dilute this statutory protection.
Section 15 generally prohibits transfer or assignment of the promoter’s majority rights and liabilities in the project to a third party without prior written consent of two-thirds of the allottees, excluding the promoter, and prior written approval of the Authority. A permitted transfer does not automatically extend the project-completion period, and the incoming promoter must comply with pending statutory and agreement obligations. The agreement should therefore not treat promoter substitution as unrestricted and automatically binding on the allottee.
E. Common Areas, Parking, Association and Conveyance
RERA distinguishes a ‘garage’ from open parking. Section 2(y) defines a garage as a place within the project having a roof and walls on three sides for parking a vehicle and expressly excludes unenclosed or uncovered open parking. Section 2(n) includes open parking areas within ‘common areas’. The agreement and price sheet should therefore identify exactly what parking right is being promised and should not describe an open common-area parking space as though it were automatically a separately saleable garage.
Section 2(n) gives ‘common areas’ a broad statutory definition that includes the project land for the registered project or phase, specified circulation areas, common basements, terraces, parks, play areas, open parking areas, common storage and various common installations and facilities. The agreement should be compared with sanctioned plans and RERA disclosures to identify what is common, what is a genuine exclusive or saleable right and what the promoter proposes to retain or commercially exploit.
Section 11(4)(e) requires the promoter to enable formation of an association, society, cooperative society or federation of allottees under applicable local law. In the absence of local law, the Act supplies a default framework under which the association is to be formed within three months of a majority of allottees having booked in the project. The agreement should not postpone association formation indefinitely or reserve powers inconsistent with the applicable local and RERA framework.
Section 17 gives priority to the period prescribed by applicable local law. In the absence of such local law, the promoter must execute the conveyance within three months from the date of issue of the occupancy certificate. For necessary documents and plans, including common areas, Section 17(2) again gives priority to local law and, in its absence, provides a thirty-day default period after obtaining the completion certificate. A UP or Uttarakhand review should therefore verify the applicable local conveyance regime rather than mechanically applying one national timeline to every project.
Section 19 imposes substantive duties as well as rights. The allottee must make payments in the manner and within the time specified in the agreement, pay the applicable share of registration, municipal, utility, maintenance, ground-rent and other lawful charges, pay prescribed interest for delayed payment, participate in formation of the association, take physical possession within the statutory period after the occupancy certificate and participate in conveyance registration. A balanced review should therefore identify genuine allottee obligations rather than treating every payment or possession clause as inherently objectionable.
F. Transfer, Evidence and Review Output
The review should identify when promoter consent is actually required, what documents and outstanding dues must be cleared, whether any transfer fee has a legal or contractual basis, whether the promoter has an unrestricted veto, and how lender, KYC, stamp and registration requirements interact with the transfer. Any State-specific RERA direction or project rule should be verified before advising that a particular transfer charge or restriction is valid.
The review file should ordinarily contain the full draft agreement and every annexure, application and allotment documents, price sheet and payment plan, RERA registration and project disclosures, sanctioned plans and specifications, project approvals and available completion or occupancy material where relevant, title-chain and encumbrance documents, lender or mortgage documents, relevant advertisements and sales representations, correspondence, tax and stamp assumptions, and the current State-prescribed agreement framework.
Save the relevant RERA portal pages, downloadable disclosures, project status, plans, notices, emails, payment demands and representations with identifiable dates and source information. Where a dispute is foreseeable, preserve original electronic files and transaction records rather than relying only on cropped screenshots. The evidentiary value of each record depends on authenticity, completeness and the purpose for which it is later relied upon.
A practical report can distinguish critical pre-signing blockers, material negotiation points, documentary or verification gaps, and ordinary commercial terms. Each finding should identify the relevant clause or missing document, explain the legal or factual concern, state what clarification, amendment or evidence is required, and describe the practical consequence if the issue remains unresolved. The purpose is prioritisation, not merely redlining every unfavourable sentence.
Common failures include signing with incomplete schedules or plans; relying on a brochure instead of sanctioned and RERA-disclosed material; paying beyond the Section 13 threshold without the required registered agreement; accepting vague possession or force-majeure clauses; ignoring title or lender charges; overlooking statutory defect and alteration protections; treating open parking as automatically saleable; failing to preserve material sales representations; and assuming that an oral assurance will override the executed written agreement.
If you want a clause-by-clause review of a proposed agreement for sale, project disclosures, payment demands, title or encumbrance material, possession terms or related documents before signing or acting, you may send a preliminary enquiry.
Subject to conflict check, scope confirmation, professional terms and express acceptance by the responsible Advocate.
Last reviewed: 13 September 2026