Buyer representation in Dubai: how RERA Contracts A, B and F work

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Kooky

Builder of Shaka, the payment router that pays every agent their commission on closing date.

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A buyer who walks into a property viewing in Dubai usually meets a broker within minutes. What is less obvious is whose broker that is. The person holding the door may have been appointed by the seller, by the buyer, or by both, and the answer changes what the broker owes to each of them and who pays for the work.

Dubai answers the question on paper, or rather on screen. The Real Estate Regulatory Agency, the regulatory arm of the Dubai Land Department known as RERA, provides three electronic contracts that brokers must use for marketing and sales. They are known by letters: A, B and F. Behind them sits a by-law of 2006 that sets out what a broker owes a client and the other side. This guide explains what each contract is according to the Land Department's own documents, how the three lock together, where a buyer's broker fits, and what the by-law says about disclosure, loyalty, money held by a broker and disputes. It also says plainly what the public documents leave unanswered.

Dubai Land Department and RERA, Real Estate Brokerage Practice Guide, second edition, November 2024; By-law No. (85) of 2006, Article 38.

Three contracts, one sale

The plainest description of the three contracts is in the Real Estate Brokerage Practice Guide, a manual published by the Dubai Land Department and RERA. Its second edition was issued in November 2024 by RERA's Real Estate Licensing and Enablement Department; the first edition dates from 2022. Both editions carry a section headed "Smart marketing and sales contracts (A, B, F)" and both define the contracts in the same terms.

Contract A is an agreement to market a property, made between the seller and the real estate brokerage. Contract B is an agreement of desire to purchase a property, made between the buyer and the real estate broker. Contract F is an agreement to sell a property, made between the seller and the buyer. The guide says brokers must commit to using these smart contracts for marketing and sales, and adds in another section that all brokers are mandated to use electronic contracts to record real estate sales transactions.

Read together, the three letters describe a triangle. Two of its sides are brokerage agreements: one ties the seller to a brokerage, the other ties the buyer to a broker. The third side is the sale itself, and the brokers are not parties to it. They prepare it, and their details are recorded on it, but the agreement to sell is between the two people whose property and money are at stake.

The guide places the contracts among RERA's smart systems. Every broker is required to download the Dubai REST application, which the guide says contains broker data, the smart sales and marketing contracts, the Green List of owners whom brokers may approach, and details of off-plan projects. Licences, permits, practice cards and any violations or warnings issued to a company are handled in a second system, Trakheesi.

Contract B: the buyer's own agreement

Contract B is where buyer representation becomes a document. The practice guide's definition is short, and its wording matters. It calls the contract an agreement of desire to purchase: the buyer tells a broker, in a recorded form, that he or she wants to buy, and the broker takes on the search. The other party is "the real estate broker", where Contract A names "the real estate brokerage". The guide does not explain the difference in wording, and nothing in it says that one contract binds a firm and the other an individual.

The legal frame for such an agreement is By-law No. (85) of 2006 Regulating the Real Estate Brokers Register in the Emirate of Dubai, which the practice guide lists as the legislation behind the profession. The by-law was issued on 30 May 2006. Its Article 2 defines a brokerage agreement as a broker's undertaking to find a counterparty and to negotiate on the client's behalf in return for remuneration. That definition has no direction built into it. A broker may be engaged to find a buyer for a property or a property for a buyer, and the by-law treats both as the same kind of contract.

Article 26 of the by-law sets the form. A brokerage agreement must be in writing, must name the parties, must describe the property and must set out the terms of the brokerage. The same article says the agreement is entered in the record of the property register. Contract B, created electronically in the Land Department's broker system, is the practical way that requirement is met on the buyer's side.

What the public documents do not give is the detail a buyer would most like to read before signing. Neither edition of the practice guide states how long a Contract B runs, whether it may be exclusive, or whether a buyer must sign one before a first viewing. Those points are taken up again at the end of this guide.

Contract A: the seller's side, and why buyers meet it

A buyer never signs Contract A, but it shapes almost everything the buyer sees. It is the agreement under which a brokerage markets a property for its owner, and the Land Department has tied it to advertising. The Department's list of circulars includes a licensing circular dated 2 August 2022 on linking real estate permits with the real estate e-marketing contract, which it calls Form A. The Department's Real Estate Ad Permit service page says in turn that, for most types of advertising permit, a broker must supply a copy of a marketing contract with the property owner.

The chain for a buyer is therefore this. An advertisement needs a permit. The practice guide says the permit is obtained through Trakheesi and that its number must appear on the advertisement. The permit, for most permit types, rests on a marketing contract with the owner. A listing that carries a permit number thus points back to a recorded agreement between the owner and the brokerage that is advertising.

That matters for representation because it tells the buyer who the advertising broker already works for. A broker who answers an enquiry about a listed home holds a marketing agreement with the seller. Whether the same broker may also take on the buyer is a question the by-law deals with directly, in rules described further on.

The same logic exists on the rental side. The Land Department's circulars list shows three leasing documents dated 25 August 2022: a lease brokerage agreement between owner and broker, a lease brokerage agreement between broker and tenant, and a property viewing agreement. They mirror the seller-side and buyer-side split of Contracts A and B. Their texts were not read for this guide.

How Contract F is put together

The Land Department publishes a short manual called "Broker's Journey to create Contract F", listed on its site with the date 26 April 2021. It is a screen-by-screen walk through the broker system and it is the clearest public picture of how the three contracts depend on one another.

The broker reaches the system in one of two ways, according to the manual: in the Dubai REST application, by choosing the business user option on the login screen and then Dubai Brokers; or on the web, through the Dubai Broker application behind the Department's login page. The manual's web sequence then runs to 16 steps. Grouped by what they achieve, they fall into five stages.

Three things in that sequence are worth dwelling on. The first is the starting point. Contract F is not created from a blank page. The manual has the broker open an approved Contract A and launch the sale contract from inside it. In the manual's sequence, there is no sale contract without a recorded marketing agreement for the property.

The second is the place of the buyer. At the fourth of the 16 steps the broker chooses to relate an active Contract B. The buyer's agreement with a broker is the link through which the buyer enters the sale contract. The manual describes the Contract A as "approved" and the Contract B as "active", two different words for two statuses that it does not define.

The third is approval. The broker enters and verifies the data, but the manual says the contract becomes available to search, view and download after the owner approves it. The manual does not describe how the buyer confirms the contract, or what a signature looks like in the system; a sample form discussed in the next section shows a field for the signature date and time. A slide version of the same manual adds steps to verify the owner's selling share, the buyer's share and the details of the seller's broker and the buyer's broker, and notes that the downloaded contract is a password-protected file.

What Contract F records

The manual's screens show the headings of a Contract F: the owner's details and selling share, the buyer's details and share, tenancy contract information where the property is let, financial details, a payment plan, the duration of the contract, the Land Department fee details, notes and any additional terms the parties agree.

A second Land Department document fills in part of the picture. It is a RERA manual that reproduces the circular of 2 August 2022 and carries an issue date of November 2022, and it includes a sample of the form under the heading "Unified Sell Contract (F)". The copy read for this guide is a scan that is hard to read in places, so only the fields that are clearly legible are reported here. They are a contract number, a start date and an end date, a status, a created date, a procedure type, and a signature date and time. The form has one column for the seller and one for the buyer. It has a block for the seller's broker and a block for the buyer's broker, each with its own commission field. It also asks whether the property is mortgaged, with fields for the mortgagee and the amount.

Two points follow for a buyer. A Contract F has an end date: it is an agreement with a term, which is consistent with the "contract duration" screen in the broker's journey. And the form expects that there may be two brokers, one on each side, each with a commission entry of their own. The contract that records the sale therefore also records, on its face, who represented whom. The sample entries in the scanned form are illustrative and are not rates or rules; neither document says what a commission should be.

Contract F is an agreement to sell. It is not the transfer. The practice guide says all real estate sales are handled through registration trustee offices, which represent the Land Department in the registration process. Registration of the transfer is a subject outside this guide.

Whose broker: the by-law on disclosure and loyalty

Dubai's rules do not use the words "buyer's agent". They speak of a broker and a client, and of "the other party". The duties that make representation real are in By-law No. (85) of 2006. The English text read for this guide is the one reproduced by the legal publisher Legal Advice Middle East, because the copy on the official legislation portal could not be opened; article numbers below are from that text.

Article 17 creates two levels of disclosure. To the client, the broker owes a running account: every detail of the negotiation, the stage it has reached, and any information the client needs in order to decide whether to contract. To the other party, the broker owes something narrower but still real: the material facts needed to avoid uncertainty about what is being sold. For a buyer who has appointed a broker under Contract B, the first duty is the valuable one. For a buyer dealing with the seller's broker only, the second duty is the one that applies.

Article 19 keeps a floor under both. Even a broker acting for one side only must disclose faithfully the terms of the transaction that he or she knows, and the broker is liable for his or her own fraud or mistakes. Article 22 adds liability for losses caused by fraud, deceit or a breach of the by-law or the code of ethics. Article 18 bars a broker from facilitating a transaction that breaches the emirate's laws.

Then comes loyalty. Under Article 23, a broker loses the commission and any refund of expenses if he or she acts for the other party, or accepts a benefit from it, contrary to good faith or the code of ethics. Under Article 20, a broker may not appear as the second party to the client's contract, in other words buy what the client is selling or sell to the client from the broker's own account, unless a contracting party authorises it; and where that happens, no commission is payable.

In Dubai the letter on the contract, not the manner at the viewing, tells a buyer whose broker is in the room.

The practice guide's code of ethics points the same way in softer language. Its ten principles are fair treatment, respect in all procedures, privacy, honesty and uprightness, quality control, integrity, commitment to society, maintaining the interests of the contracting parties, preserving all documents, and respecting the regulations and procedures of the Land Department. The eighth speaks of the contracting parties in the plural: a broker's care is not meant to stop at the edge of his or her own client.

Who pays the buyer's broker

How a commission is set and when it falls due are matters for a separate guide. One rule, though, belongs to representation itself, because it answers the question buyers ask first. Article 33 of the by-law says the party that appoints a broker pays the commission. If both parties appoint the broker, each pays its own share, and the article adds that this holds even if one of them has agreed to bear the whole fee.

Applied to the three contracts, the general position is easy to state. A seller who signs Contract A has appointed a brokerage and is the one who pays it. A buyer who signs Contract B has appointed a broker and is the one who pays that broker. Where a single broker holds both agreements for the same sale, Article 33 has each side paying its own share. What the amounts are is left to the agreements, and the by-law's good-faith rule in Article 23 applies throughout: a broker who takes a benefit from the other side against good faith forfeits the fee.

Two neighbouring articles deal with numbers of people. Article 25 says that several persons who engage one broker for the same transaction are jointly responsible for that engagement unless they agree otherwise, a point that concerns couples, relatives or partners buying together under one Contract B. Article 32 covers the reverse case: a party who engages several brokers separately owes the full commission to the one broker who concludes the deal, and Article 31 has brokers who act together for one party sharing a single fee as their contract provides. Article 24 makes brokers engaged on the same contract jointly liable unless they were authorised to act separately.

None of these articles states a rate, and none says that a buyer's broker must be paid by the buyer in every case regardless of what the parties sign. The outcome in a given sale depends on which contracts exist and what they say.

Money and documents in a broker's hands

Buyers often hand things to a broker: identity documents, cheques, sometimes funds. Article 21 of the by-law treats a broker who receives money, securities, bonds or other items for safekeeping or onward delivery as a trustee. The broker must deliver them as agreed and is bound by the rules of trusteeship.

Article 15 covers the paper trail. A broker must log every transaction in a private register, keep the documents that support it, and give true copies to the contracting parties on request. For a sale made from a plan or a model, the plan or model is kept until the deal closes. A buyer is one of those contracting parties, so the general rule is that a buyer may ask the broker for copies of what was recorded.

Off-plan purchases have a specific instruction. The practice guide says a broker marketing an off-plan project must make sure the project is licensed and registered with RERA, that an escrow account is associated with it, and that there is a marketing contract between the developer and the brokerage office. It adds that brokers must instruct buyers to deposit money only into the escrow account of their property, and that registration can be verified in the Dubai REST application. In that market the developer, not a private owner, is the party the brokerage has contracted with.

Checking the broker before signing a Contract B

A Contract B is only as good as the broker's right to practise. Article 3 of the by-law says nobody may carry on brokerage in Dubai without a licence from the competent authorities and an entry in the brokers register. The Land Department's service page for practice cards puts it in terms of the card: no one may practise a licensed activity until registered and holding the card for that activity. The same page gives the price of a broker card as AED 500.

Under Article 12 of the by-law, the card shows the broker's name, address and registration number, and that number must appear on all the broker's correspondence and reports. The Land Department's e-card verification service lets anyone check a card in the Dubai REST application by choosing the card type and entering the card number; the page says the result is immediate.

Dubai REST goes a step further than a yes or a no. Its service page says it publishes details about real estate brokers and their performance levels, and data on real estate offices and their classifications. The practice guide explains why: offices and brokers are classified under approved standards to create healthy competition, and it tells brokers to aim for a five-star rating or the golden category. The criteria behind the stars sit in linked documents that were not read for this guide.

When a Contract F goes wrong

The practice guide describes a first stop for a dispute over the sale contract, under the heading "Amicable Settlement Contract (F)". The parties apply through Trakheesi. The department concerned holds a meeting to discuss the breach and tries to bring the parties to a settlement. If none is reached, the guide says, the parties must turn to the judicial authorities.

Disputes over the brokerage agreements themselves, which would include a Contract B, have a route in the by-law. Article 34 sets up a Council of four members plus the Land Department's legal adviser to hear disputes about brokerage agreements. Under Article 35 it hears a case only if the agreement provides for amicable settlement through the Department or the parties later agree to it in writing. Article 38 gives the respondent one week to reply after notice, and gives the Council 30 days to settle the matter, extendable only for valid reasons. Whether and how this Council sits today was not confirmed on a current Land Department page.

Discipline is a separate track. Article 39 lets the brokerage committee issue a notice or a warning, suspend a broker for up to six months, or blacklist. Article 40 provides for cancelling a registration for ethics breaches, gross violations or three black points, with a grievance to the Department's chairman within 15 days. The practice guide notes that violations and warnings reach a company through Trakheesi.

What the public documents leave open

Several questions that buyers and brokers ask every day are not answered on any Land Department page or document read for this guide, and are left open here.

The practice guide does not say how long a Contract A or a Contract B lasts, whether either may be exclusive, or how one is ended early. The by-law itself contains no provision on exclusivity or on the term of a brokerage agreement, so those terms come from the agreement. Nothing read says whether a buyer must sign a Contract B before viewing a property. The deposit that often accompanies a Contract F, who holds it and what happens to it if a party withdraws are not described in the guide, the manual or the sample form. Neither edition of the practice guide mentions any other lettered form.

The by-law dates from 2006 and was read in a reproduced English translation. The August 2022 circular on Form A and the leasing documents were seen in the circulars list, and the first only in a poor scan. On each of these points the wording of the actual contract, and the Land Department's current instructions, decide the case.

Kooky, from Shaka

Kooky edits Agents Estate and builds Shaka, the payment router he made for real estate professionals. One payment comes in, and every agent, agency and party in the deal receives their signed share on closing date.

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