The contract between a buyer and seller for a NZ property. Almost always uses the ADLS or REINZ standard form, customised with conditions and special clauses.
A sale and purchase agreement (SPA) is the contract that records the deal between a buyer and a seller of New Zealand real estate. In almost every domestic transaction, the SPA is the standard form jointly published by the Auckland District Law Society and the Real Estate Institute of New Zealand, with conditions and special clauses bolted on for the specific deal.
Plain-English example
A buyer makes an offer on a property at auction or by negotiation. The agent fills in the standard ADLS-REINZ form with the price, settlement date, deposit, and any conditions like finance, LIM, or building inspection. Both parties sign. That signed document is the sale and purchase agreement. Until conditions are met it is conditional. Once they are waived or fulfilled it goes unconditional and is binding on both sides.
Why it matters
The SPA is the document that decides almost everything about the transaction: who pays what, when settlement happens, what warranties the seller gives, who carries the risk if the property burns down before settlement, what happens if either party defaults. Reading it carefully before signing is the most important legal step in a property purchase.
Agents present the SPA as a standard form, but the standard form has been amended many times and the schedule contains the negotiated terms. The schedule is where most of the action lives. Title, GST treatment, chattels list, conditions, extra warranties, special clauses around tenancies or development consents. All of that goes in the schedule.
Who needs to care
Every buyer and every seller of NZ real estate signs an SPA. Buyers especially benefit from a lawyer reviewing the agreement before they sign, because the standard form has traps for the unwary, and conditions can be drafted to look protective but actually leave the buyer exposed.
Sellers using a real estate agent often sign first when an offer comes in. The agent will often ask the seller to sign quickly. A short pause to have the agreement reviewed almost always pays off.
What NZ Legal does for it
We review SPAs before signing. Typical turnaround is same-day for residential deals. We check the deposit terms, conditions, settlement date, chattels list, and any special clauses. We flag risks in plain English. We negotiate amendments where needed.
We also draft custom SPAs for off-market deals, deceased estate sales, related-party transfers, and commercial property where the standard form is not the right starting point. Send us the draft agreement and we will reply within hours.
Related glossary terms
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Conditional Offer
A binding sale and purchase agreement that contains conditions the buyer must satisfy or waive before the deal is final, for example finance approval, LIM, or a building inspection.
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Deposit
The first payment a buyer makes to commit to a property purchase, usually 10 percent of the purchase price, paid on the contract going unconditional.
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Settlement
The day a property purchase legally completes. The buyer's lawyer pays the balance of the purchase price, the seller's lawyer hands over the keys, and ownership transfers in Landonline.
