Contract checklist: sale and developer contracts in Georgia

Checking a draft contract, clause by clause

In Georgia the contract does most of the work of protecting a buyer. The law fills some gaps when a contract is silent, but the protections that matter most in practice, from the release of the money to the penalty for a late building, exist only if they are written in. This tool lets you hold a draft against the clauses our legal guides recommend, one line at a time. Choose the kind of contract first: a sale contract for a flat that is already registered, or a contract with a developer for a flat that is still being built. Then answer each line from the text of the draft in front of you. Yes means the clause is there and says what the line describes; No means it is missing, or present in the weak form shown in the small print; Not yet means you have not found or checked it.

Your answers stay in this browser, so you can return after the other side sends a revised draft; Clear answers deletes them. Nothing is sent to us. The WhatsApp button sends the result and the list of clauses to fix, which is a convenient way to pass them to your lawyer.

What the result tells you

• Do not sign yet. One of the four core clauses for this kind of contract is missing or weak. These decide whether you are buying the right thing from the right person, and whether your money is safe while the deal completes. They are worth insisting on before anything else.
• Negotiate before signing. The core clauses are in place, but others on the list are missing, weak or unchecked. The list under the result shows which. Most of them can be added by a short amendment.
• Every clause on the list is present. The draft contains each protection the list looks for. A lawyer should still read the whole text, because a clause can be present and still be undermined by another one elsewhere in the contract.

The four core clauses in each contract

For a sale contract, the core lines are the first, second, fifth and sixth. The right people must sign: every owner on the extract, or someone holding a power of attorney that is attached. The right property must be described: by cadastral code, area and address, so that what is registered to you afterwards is exactly what you inspected. The money must be protected: paid to accounts in the seller's or the lender's name and released only once the registry records you as owner. And every burden on the extract must be dealt with: each mortgage or seizure named, with the part of the price that removes it.

For a contract with a developer, the core lines are the first, second, eighth and twelfth. You need to know who is building, on whose land and under which permit. Your apartment must be identified on an approved plan, because before completion it has no cadastral code of its own. There must be a date by which it is delivered, with a penalty if it is late. And you need a way out: defined cases in which you can end the contract and recover what you paid, and the right to pass the contract to another buyer. Without these four, the other eight clauses have little to hold on to.

Recognising the weak version of a clause

Drafts prepared by a seller or a developer rarely omit a subject altogether; more often the subject is there, in a form that protects the party who wrote it. The small print under each line describes the weak form we see most often. A penalty that runs only against the buyer, a refund that depends on the developer finding a replacement purchaser, a specification that names a finishing level without defining it, a price stated in "the equivalent" of a currency without saying which rate applies: each of these looks like a clause and works like its absence. When you meet one, answer No, and ask for the stronger wording from our guides.

Reading a contract you cannot read

Contracts for Georgian property are usually drafted in Georgian, and a contract registered with the Public Registry has to be in a form the registry accepts. If you do not read Georgian, ask for a bilingual version or a certified translation, agree in writing which language prevails, and have your lawyer compare the two. Answer the lines on this page from the version that will be signed, not from a summary of it. A clause that exists only in the translation does not protect you if the Georgian text, which prevails, says something else.

Sending the fixes back

Ask once, in writing, for all the changes on your list, with the wording you propose. A list of clauses with suggested text is easier for the other side to accept than a general objection, and it keeps the negotiation on the contract rather than on the price. Our guides set out the clauses with suggested content: the sale contract guide for a registered flat, and the developer contract guide for a flat under construction. A preliminary agreement signed before the sale contract deserves the same reading; the preliminary agreement checklist covers it. When the revised draft arrives, return to this page: your previous answers are still here, so you only need to change the lines that the new draft fixes.

What this list cannot do

A list confirms that certain clauses are present. It cannot confirm that they are enforceable as written, that they do not conflict with other clauses, that the person signing has authority, or that the documents attached are genuine. It also cannot replace the checks that come before a contract: the registry extract, the developer's permit and record, and the source of the seller's title. For a purchase from abroad, the legal due diligence service covers both the checks and the contract, and the developer checklist covers the developer before you reach the contract stage.