How to Review a Development Agreement: a Clause-by-Clause Checklist

How do you review a development agreement before signing? Review a joint development agreement (JDA) by checking, in order: that development rights are granted without transferring title, that the landowner's share is defined by specific units or area and not just a percentage, that the timeline is firm and backed by a delay penalty, that any power of attorney to the developer is narrow, and that stamp duty, registration, GST and RERA are handled. A JDA runs for years and ties up valuable land, so a careful review protects the party with the weaker drafting hand, usually the landowner. Work through the clause-by-clause checklist below. Treat anything you cannot confirm as a point to raise before signing. This article is general guidance, not legal advice. Development deals engage state stamp duty, registration, GST, RERA and local building law, which vary by state and change over time, so have a qualified advocate and a chartered accountant review the JDA before you rely on it. ## The clause-by-clause review checklist ### 1. Grant of development rights and title

• Does the agreement clearly grant development rights only, leaving title with the owner until the agreed conveyance?
• Is it clear the developer cannot sell or mortgage the owner's share?
• Is the land described fully and correctly in the schedule? ### 2. The owner's share
• Is the owner's share defined by specific units, floors or area in a schedule, not just a percentage?
• For revenue sharing, is "net" proceeds defined, and are the payment milestones clear?
• Is there a minimum guaranteed share or amount for the owner? ### 3. Timeline and delay
• Is there a firm completion and handover date?
• Is the grace period realistic rather than open-ended?
• Is there a monthly penalty or liquidated damages for delay beyond the grace period?
• Is there a clause on what happens if the developer abandons the project? ### 4. Power of attorney
• Is any power of attorney to the developer limited to sanctions, construction and sale of the developer's own share?
• Does it exclude sale or mortgage of the owner's share?
• Is it revocable on the developer's default? ### 5. Costs, approvals and RERA
• Does the developer bear all construction, approval and marketing costs?
• Is it clear who obtains the sanctions and RERA registration, in whose name, and by when?
• Is responsibility for GST and other taxes allocated? ### 6. Representations and security
• Does the owner warrant clear, marketable title, and does the developer warrant its licences and capacity?
• Is there security for the owner, such as a refundable deposit, a bank guarantee, or a bar on charging the owner's share? ### 7. Default, termination and disputes
• Are events of default and cure periods defined for both sides?
• Is it clear what happens to work done, money paid and development rights on termination?
• Is there a workable dispute resolution clause (arbitration seat or court jurisdiction)? ### 8. Stamp duty, registration, GST and RERA
• Has the correct state stamp duty been paid, and is the JDA registered where required?
• Has the GST treatment been confirmed with a chartered accountant?
• Is RERA registration planned where the project needs it? ## Red flags that should stop a signing - A wide, irrevocable power of attorney that lets the developer deal with the owner's share. This is the single most dangerous clause for a landowner.
• The owner's share as a bare percentage with no schedule of specific units or area.
• An open-ended timeline with no firm handover date and no delay penalty.
• No abandonment clause, leaving the owner stuck if the developer walks away mid-project.
• The developer free to mortgage the whole property, including the owner's share, to raise construction finance.
• No RERA or approval responsibility fixed on the developer.
• GST left vague, so the owner is surprised by a large tax demand later.
• No registration, which weakens enforceability and can block home loans on the project. ## Stamp duty, registration, GST and jurisdiction Stamp duty and registration on a JDA vary by state, and the rules change. A JDA dealing with immovable property and development rights is commonly registered at the sub-registrar's office, and banks often will not sanction home loans on the project until it is. <!-- [VERIFY: state-specific registration requirement and stamp duty rate for the JDA being reviewed] --> GST on development rights and construction services under a JDA is complex and date-sensitive; the rate, the person liable, and the timing depend on the structure and whether units are sold before or after the completion certificate, and liability can fall on the developer under reverse charge in some cases. Confirm the current GST treatment with a chartered accountant. RERA registration applies to most projects above the prescribed size. Last verified October 2026. ## How to run the review in practice 1. Read the JDA once end to end to see the whole deal before checking clauses.

2. Find the owner's share and test it: can you point to the exact units or amount the owner walks away with?
3. Find the power of attorney and read it word by word. Narrow it until it cannot touch the owner's share.
4. Check the timeline, grace period and delay penalty together. An unprotected timeline is where owners lose years.
5. List every unconfirmed point, from GST to RERA, and get each answered in writing before signing. ## Where a contract workspace helps This checklist is enough to review one joint development agreement carefully by hand. The strain shows across a long negotiation: holding the share schedule against the plan, catching a power of attorney that quietly widened between drafts, and tracking sanction and RERA deadlines. Drafting, reviewing, tracking and governing a development agreement can sit in one AI workspace tuned to how your firm structures projects, rather than spread across versions and annexures. Adira is built on that single-place idea.