Sale & Purchase Agreement Drafting

A Sale & Purchase Agreement (SPA) is the document that decides whether a transaction closes cleanly or unwinds in litigation three years later. Whether you are buying a flat, a commercial unit, a piece of land, a running business, a block of shares, or a single piece of plant — the SPA is the contract that allocates risk, defines the closing mechanics, locks the price, and governs what happens when something goes wrong. The price is rarely where the dispute happens. Conditions precedent, representations, indemnities, and closing mechanics — that's where the money is.

Most Indian SPAs are still drafted from old templates: missing reps and warranties, no indemnity cap, vague closing conditions, no escrow mechanism, no specific performance carve-outs, and no proper schedule of disclosures. That is fine until something breaks. When it breaks — undisclosed encumbrance, undisclosed litigation, undisclosed tax demand, undisclosed defect — the buyer either swallows the loss or starts a multi-year suit. Both outcomes are avoidable with a properly drafted SPA at the front end.

We draft SPAs that are bankable, lender-acceptable, and litigation-resistant — for both the buyer side and the seller side. The same team can draft, negotiate, attend the closing, and execute the registration if needed.

Types of SPAs We Draft

• Immovable Property SPA / Sale Deed:: Agreement to Sell + Sale Deed for residential, commercial, agricultural, industrial property, with title chain reps, statutory approvals warranty, and possession mechanics.

• Share Purchase Agreement (SPA / SSPA):: Acquisition of shares in a company — full diligence-based reps, MAC clause, indemnity basket, escrow, conditions precedent (FDI / CCI / lender consent), closing deliverables.

• Business Transfer Agreement (BTA / Slump Sale):: Sale of business undertaking as a going concern under Section 50B Income-tax Act — asset list, employee transfer (Section 25-G IDA), liability assumption, GST implications.

• Asset Purchase Agreement (APA):: Selective asset acquisition — plant, machinery, brand, IP, customer list — with allocation of consideration for tax purposes.

• Movables / High-Value Goods Sale:: Sale of equipment, art, jewellery, vehicles, vessels — with delivery, risk-passing, warranty and post-sale obligations.

• Cross-Border Sale Agreements:: Where buyer or seller is foreign — FEMA, FDI, withholding, repatriation, governing law and arbitration clauses harmonised.

Clauses That Decide the Outcome (And Most Templates Miss)

• Conditions Precedent:: Title clear, approvals received, lender consents obtained, regulatory approvals (CCI, RBI, SEBI) — payment doesn't go out until each is satisfied.

Representations & Warranties + Disclosure Schedule:
Title, encumbrances, litigation, tax, employees, contracts, IP — declared, qualified, and tied to indemnity.

• Indemnity, Cap, Basket & Tail:: Cap (typically 25–100% of consideration), basket (de minimis threshold), tail (claim period — 18 months general, 7 years tax, indefinite for title) — all standard in modern SPAs and routinely missed in older templates.

• Escrow / Holdback:: A part of consideration retained for an indemnity period — protects buyer when seller is going to disperse the proceeds.

• Closing Mechanics:: Closing date, place, deliverables list, simultaneous-exchange protocol, possession, registration, share-transfer formalities.

• Specific Performance & Remedies:: Specific Relief (Amendment) Act 2018 makes specific performance the default remedy — drafted-in carefully so the deal can be enforced, not just damages claimed.

• Dispute Resolution:: Arbitration seat, governing law, escalation, fast-track procedure — designed for speed, not posturing.