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Keturah Ardh Plot Purchases — Position Memo

briefing · 2026-04-12 · 3441 words · Khurram Badar

Legal and factual analysis of property purchase agreements exposing structural defects, contractual issues, and protection gaps for buyer guidance.

legal · real estate · dubai · dispute

KETURAH ARDH PLOT PURCHASES — POSITION MEMO

**Prepared:** 31 July 2026
**Purpose:** Consolidated factual and legal position for instructing UAE property counsel and for filing with DLD/RERA
**Status:** Information and analysis, not legal advice

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1. THE TRANSACTIONS

| | Plot A | Plot B |
|---|---|---|
| Order No. | 16493 | 16492 |
| Plot | Ardh-TH-01-72 | Ardh-TH-01-75 |
| Project | Keturah Ardh Phase I – TH Plots, Al Rowaiyah First | Same |
| Contract type | **Reservation Agreement** (not an SPA) | Same |
| Named Seller | **MAG International Investment Ltd** (DIFC) | Same |
| Signed for Seller by | Nancy Haggy, 19/01/2026 | Nancy Haggy, 19/01/2026 |
| Purchaser signed | 30/01/2026 | 30/01/2026 |
| Agency signed | Master Prime Properties LLC, 02/02/2026 | 02/02/2026 |
| Broker / agent | Master Prime Properties LLC (lic. 44083) / Maja Pavlovic (lic. 48031) | Same |
| Payment structure | 5 × 20% instalments, Jan-26 to Dec-27 | Same |
| Down payment label | **"Non-Refundable Reservation Fee"** | Same |
| DLD 4% fee | Charged; ledger shows **settled** | Charged; ledger shows **outstanding** |
| Payment destination | **"Current Account"**, Emirates NBD | Same |
| Anticipated Handover | **Q4 2026** | Q4 2026 |

A third plot is held in a further family member's name with a substantially larger sum already paid.

**No SPA has ever been issued or executed on any plot.**

---

2. THE SIX STRUCTURAL DEFECTS

2.1 The seller on the contract is not the party issuing demands

The Reservation Agreements name **MAG International Investment Ltd**, a DIFC-registered entity at Emirates Financial Towers, as Seller. Payments were made to that entity's Emirates NBD account.

The First and Second Notices of Default (23 and 30 July 2026) are issued by **KETURAH ARDH PROPERTY DEVELOPMENT L.L.C**, trade licence 1532921, a Dubai mainland company at Trade Center First, Office B43-104, and direct payment to a **different bank account** (ADCB).

The two files are also inconsistent with each other: one Statement of Account is issued on Keturah Ardh Property Development LLC letterhead with the ADCB account; the other is on MAG International Investment Ltd letterhead with the Emirates NBD account.

Clause 21 permits the Seller to assign or novate **"by a written notice to the Purchaser"**, and provides that the Purchaser "shall be notified of any such assignment or novation within a reasonable period."

> **Action point:** Search all correspondence for any written novation notice. If none exists, the entity demanding payment and threatening forfeiture has not demonstrated standing under the contract it relies on.

2.2 The seller admits it was not incorporated when it sold

Clause 2(b) records that the Purchaser acknowledges:

> the Seller is in the process of finalizing its incorporation and that, as of the date of this Reservation Agreement, certain corporate details — including but not limited to the Seller's trade license, bank account information, and registered office address may not yet be available.

The Purchaser is then made to agree this "shall not affect the validity or enforceability" and to confirm it "shall not raise any objection or claim against the Seller on the basis of such pending incorporation."

This is a written admission with regulatory consequences. An entity without a trade licence cannot hold a DLD developer registration, cannot obtain a project registration number, and cannot open a project escrow account — all of which are preconditions to collecting a single dirham from a buyer.

2.3 Payments went to a current account, not escrow

Item 12 of each Reservation Agreement is headed **"Current Account"** and names MAG International Investment Ltd at Emirates NBD. The word "escrow" appears nowhere in the 26-page document.

Under **Law No. 8 of 2007**, a developer must open a project-specific escrow account with a RERA-approved bank before marketing or selling, and every buyer payment must be deposited into it. Funds are released only against construction milestones verified by an independent engineer and approved by DLD's Trustee Office.

Under **Law No. 9 of 2007**, the developer must deposit at least 20% of estimated construction cost (or a bank guarantee) before sales launch.

2.4 The DLD registration fee was charged but registration refused

The contract itemises Transfer Registration Fees as: 4% of the purchase price, a RERA knowledge and Ibtikar fee of AED 40, and a **title deed issuance fee of AED 615** — "payable upon signing the Reservation Agreement." Both ledgers carry a discrete line item labelled **"OQOOD Charges."**

These are DLD fees, not developer fees. The presence of a title deed issuance fee on the invoice is difficult to reconcile with a position that no title will be registered.

The stated justification — that these are "payment plan plots, not off-plan," so no Oqood can issue — does not match DLD's own published service. DLD describes the initial sale registration service as covering *units sold off-plan **or land plots whose value has not been fully paid***. There is an express registration pathway for exactly this transaction.

2.5 Nothing has been registered, so nothing is legally protected

Under **Article 3 of Law No. 13 of 2008**, any disposition of a property unit sold off-plan must be entered in the Interim Property Register, and any sale or disposition transferring or restricting ownership **is void unless entered in that Register**. Non-registration is not a paperwork gap; it is a nullity.

**Article 4** prohibits developers from commencing project execution or off-plan sales without obtaining the land and the approvals of the competent authorities. Contracts concluded for projects not approved by the competent entities are void.

The practical consequence: as matters stand, substantial sums have been paid into a general corporate account, against no registered interest, with no escrow ring-fence. In an insolvency scenario the position would be that of an unsecured creditor, not a property owner.

2.6 Delivery representations versus site reality

Public announcements for the project (MAG Group with CITIC Limited, USD 6bn, 18.47m sq ft, Al Rowaiyah First) stated that **completion of infrastructure works and full site mobilisation** would occur by Q2–Q3 2025, with Phase One launching Q4 2025.

The Reservation Agreements record an **Anticipated Handover Date of Q4 2026** — now approximately five months away — for delivery of serviced bare land.

Site inspection reports no visible change over six months.

Note also that the CITIC arrangement was announced as a **Memorandum of Understanding**, not a concluded joint venture.

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3. THE ONE-SIDEDNESS, CLAUSE BY CLAUSE

| Clause | Effect |
|---|---|
| 2(b) | Buyer waives all objection to Seller not being incorporated |
| 4, 5 | All substantive terms deferred to an SPA the buyer has never seen |
| 7 | Buyer must execute the unseen SPA within **14 days** of notification |
| 40 | Buyer pre-agrees to be bound by the unseen SPA and **waives any right to object to its content** |
| 6 | Down payment credited to the price **only if** an SPA is executed |
| 17 | Seller may terminate automatically on written notice, **"without the requirement for a court order or any other formality"**, and resell |
| 17, 18 | Seller retains the entire 20% as "pre-agreed compensation"; email to the address at Item 2 is deemed sufficient notice, and buyer has no recourse if it was never received |
| 24 | Seller may cancel at any time before it signs the SPA, refunding **without interest**; buyer has **no claim or action** for compensation |
| 19 vs 21 | Buyer cannot assign without Seller's consent; Seller has an **unrestricted** right to assign or novate to any third party |
| 22 | On termination for any reason, Seller may deduct **broker commissions and third-party commissions** from sums paid |
| 32 | Buyer may withdraw and recover the fee **only if the Seller notifies** it has materially changed the Plot — the trigger sits entirely in the Seller's hands |
| 33 | Facilities list is "indicative only", amendable without notice, no claim |
| 34 | Management company appointed by Seller for **25 years**; buyer has no right to object to duration or fees |
| 37 | Seller may **change the Keturah brand** at absolute discretion; buyer has no claim and must indemnify |
| 27 | No representations or warranties of any kind as to value, return, or appreciation |
| 35 | Confidentiality binding the buyer as to price and terms |
| 39 | Dubai law; **Dubai Courts exclusive jurisdiction** (neutral to favourable) |

**Conspicuously absent:** any escrow provision; any registration undertaking with a deadline; any longstop date carrying a buyer remedy; any developer delay or default consequence; any infrastructure milestone obligation.

---

4. CLAUSE 14 — THE STRONGEST DEFENSIVE POINT

Clause 14 of each Reservation Agreement provides:

> In relation to the Payment Schedule set out in Item 6, the Purchaser acknowledges that in the event the date of the SPA falls after one or more of the Instalment Payment Dates as set out in the Payment Schedule, then the total of all instalments corresponding to all Instalment Payment Dates prior to the date of the SPA will become due and payable **on the date of entering into of the SPA**.

This is the parties' own agreed mechanism for precisely the present situation. The second instalment fell on 16 July 2026. No SPA exists. On the plain wording the seller drafted, that instalment becomes payable **on the date the SPA is entered into** — not on the schedule date.

The default notices therefore appear premature on the seller's own drafting.

**Supporting defects in the notices themselves:**

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5. "NON-REFUNDABLE" IS NOT WHAT IT LOOKS LIKE

Three separate points.

**First — the court can reduce it.** Article 390(2) of the 1985 Civil Code allowed UAE courts, on a party's application, to increase or reduce pre-agreed compensation so that it equals the actual loss, and expressly voided any agreement to the contrary. The **new Civil Code (Federal Decree-Law No. 25 of 2025) took effect on 1 June 2026**, replacing the 1985 Code in its entirety; Article 340 replaces Article 390 and retains the court's power to reduce where the debtor proves the sum is exaggerated or exceeds the loss actually suffered. Counsel should advise on which regime governs a contract signed in January 2026 with a dispute crystallising in July 2026.

**Second — statutory retention caps.** Under **Law No. 19 of 2017**, where a project is less than 60% complete the developer may retain a maximum of 25% of the purchase price; 60–80% complete, up to 40%; over 80%, the full amount but subject to a court-ordered resale with surplus returned. Critically, the developer must issue a **30-day written notice through the notary public** and follow the DLD's administrative cancellation process. A self-help termination clause stating that no court order or formality is required sits awkwardly against that statutory scheme.

**Third — a party in breach has a weak claim to forfeiture.** Retention is compensation for the buyer's default. Where the seller has taken the DLD registration fee without registering, held funds outside escrow, and shown no site progress against its own handover date, the question of who is in default is genuinely contested.

As one Dubai firm puts it: deposits may become refundable where developers breach material obligations such as failing to register projects or establish proper escrow, and courts may order refunds despite "non-refundable" clauses.

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6. THE DOCUMENTARY INCONSISTENCY ON PLOT 72

The developer's own documents do not agree on the size of Plot Ardh-TH-01-72:

| Source | Plot Area | Max GFA |
|---|---|---|
| Reservation Agreement 16493 | 1,157.59 sq.m / 12,460.18 sq.ft | 1,389.11 sq.m / 14,952.22 sq.ft |
| Booking Details floor plan | 1,157.59 sq.m / 12,460.18 sq.ft | 1,389.11 sq.m / 14,952.22 sq.ft |
| **Plot Guideline Plan (MAG)** | **1,197.60 sq.m** | **1,437.12 sq.m** |
| **Sale List (12/01/2026)** | **1,197.6 sq.m / 12,890.9 sq.ft** | **1,437.1 sq.m / 15,469.0 sq.ft** |

A difference of approximately 40 sq.m of plot and 48 sq.m of GFA.

By contrast, **Plot Ardh-TH-01-75 reconciles across all four documents.** The discrepancy is specific to Plot 72.

This is worth putting to the developer in writing and requiring reconciliation. Depending on the answer it may engage clause 32 (material change to the Plot, entitling withdrawal and return of the reservation fee), or it may simply be an error — but the developer should be made to explain it on the record.

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7. VERIFICATION — THIS DECIDES EVERYTHING

The entire analysis pivots on one question that can be answered in an afternoon and costs nothing.

**Is "Keturah Ardh Phase I – TH Plots" a DLD-registered project with a functioning escrow account?**

Check all four channels and screenshot each result with the date visible:

1. **Dubai REST app** → Off-Plan Projects → search project name. Shows registration status, developer licence, **escrow bank name and account number**, and construction completion percentage.
2. **dubai.land.gov.ae** → Services → Project Status Inquiry.
3. **DLD hotline 800 4488** — ask for written confirmation of registration status.
4. **Escrow bank direct** — call the bank on its published number, give the account number, and ask whether it is an escrow account established under Law No. 8 of 2007 for this project.

Then cross-check: **does the escrow account shown by DLD match the account the money actually went to?** On the documents, payments went to accounts described as "Current Account" at Emirates NBD and later ADCB.

Two possible outcomes:

Do not proceed on assumption in either direction. Verify first.

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8. STRATEGY

Phase 1 — This week (the second notice expires 6 August)

**Do not go silent, and do not pay.** Silence past the deadline lets them assert termination and forfeiture unopposed. A reasoned written objection preserves everything.

Send a single letter, by email to every developer address on file plus the broker, copied to collection@mag.global, that:

1. Disputes the notices and reserves all rights.
2. Notes both notices reference a "Sale and Purchase Agreement dated 0-0-" and asks them to produce it, since no SPA has been issued or executed.
3. Invokes **clause 14** — instalments preceding the SPA fall due on the SPA date; no SPA has been entered into.
4. Requires **proof of Keturah Ardh Property Development LLC's standing** — the written novation notice contemplated by clause 21.
5. Requires, within 14 days: the **DLD project registration number**; the **project escrow account details**; evidence of **Oqood registration** for the plot on which the 4% fee has been taken, or return of that fee; the **demarcation certificate**; and a written reconciliation of the Plot 72 area discrepancy.
6. States that further payments will be made into the project escrow account against a registered interest, and not otherwise.

Keep it factual and businesslike. No threats. The letter's value is that it exists, is dated, and is answerable.

**In parallel:**
- Run the four verification checks in section 7. Screenshot everything.
- Take date-stamped, geotagged site photographs. If you have earlier photographs from six months ago, pair them.
- Archive the project website and all marketing material now, before anything changes.
- Compile the full file: bookings, agreements, ledgers, statements, receipts, notices, and every email and WhatsApp thread.

Phase 2 — Two to six weeks

Phase 3 — Positioning

Three outcomes are worth pursuing, in order of preference:

1. **Registration and escrow, then continue.** If the project is genuinely registered, the cleanest result is Oqood on all three plots, all future payments into escrow, milestone-linked rather than date-linked instalments, and a longstop date with a refund right. This is a better deal than the one currently on the table and costs the developer nothing if the project is sound.
2. **Negotiated exit on two plots, continue on one.** Consistent with the stated intention. Anchor the negotiation on return of sums paid less a defensible administrative deduction, and treat the 25% statutory cap as a ceiling, not a starting point.
3. **Full unwind of all three.** Available if verification shows non-registration or absent escrow.

On the third plot

Continuing is a legitimate commercial judgement given the sum already committed. But continuing on the **current terms** — payments into a non-escrow account against no registered interest — increases exposure rather than reducing it. Every further instalment enlarges an unsecured claim.

The right version of "continue" is: continue **conditional on** Oqood registration and escrow routing. Put that in writing before the next instalment, not after.

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9. DIRECT ANSWERS TO THE QUESTIONS ASKED

**Is an agreement structured like this lawful?**
A reservation agreement preceding an SPA is a normal instrument. What is not normal is collecting instalments of a purchase price under it, outside escrow, against no registered interest, from a seller admitting it is not yet incorporated. The document's one-sidedness is aggressive but mostly a matter of bargaining power; the regulatory position is the real issue.

**Is the developer entitled to process Oqood after receiving payment?**
Yes — and more than entitled. DLD's initial sale registration service expressly covers land plots not yet fully paid. DLD service terms require the contract to be registered in the provisional register within 90 days of signing, and DLD has publicly warned developers against delay in initiating registration after the purchaser has submitted the 4% fee, with a penalty of AED 10,000 for late registration applications.

**Is it lawful to take the Oqood fee and not register?**
No. The 4% is a DLD fee collected on DLD's behalf, not the developer's money. Taking it and refusing to register is the specific conduct DLD has warned against. The "payment plan, not off-plan" justification does not survive contact with DLD's own published service description.

**How are we safe?**
As matters stand, not safe — that is the honest answer. Safety comes from three things and only three: a registered Oqood interest, payments in project escrow, and a documented paper trail. None is presently in place. Establishing the first two is the objective; the third starts this week.

**Is cancellation possible?**
Yes, on several routes: contractual (clause 32, if the Plot 72 discrepancy is a material change); regulatory (refund demand grounded in Law No. 8 of 2007 and Article 3 of Law No. 13 of 2008 if the project is unregistered); civil (non-performance and good faith, where the seller took the registration fee and did not register); and negotiated. Which route is strongest depends entirely on the verification in section 7.

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10. IMMEDIATE CHECKLIST

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*This memo is analysis prepared from the documents supplied and publicly available sources. It is not legal advice and should be reviewed by qualified UAE property counsel before any step is taken.*

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