How a Cambodian Developer Can Change the Apartment or Project After the SPA

Prepared by the NovAsia Editorial Team

An off-plan apartment is sold twice.

The first sale is of a description: floor plan, area, view, materials, parking, amenities and the expected concept of the building.

The second is the physical product delivered several years later.

Perfect identity between the early render and the finished building is unusual. Engineering shafts move after technical coordination. Wall thickness changes. A specified appliance is discontinued. A regulator may require an amended design. Reasonable technical flexibility is necessary in any complex construction project.

The difficulty begins where the words technical flexibility conceal a materially different product.

A one-bedroom becomes a studio with a sliding partition. The balcony is reduced. A dedicated parking space becomes a revocable right to use common parking. The rooftop pool moves to a later phase. Stone is replaced with inexpensive tile. A new tower appears in front of the promised view.

The boundary between a permissible adjustment and breach is not the mere fact that something changed. It lies in the contract, function and economic value of what the buyer was promised.

This article provides general information, not legal or technical advice on a specific Cambodian SPA. The signed documents, approved plans, final survey and available remedies should be reviewed by a Cambodian lawyer and, where appropriate, an independent technical specialist.

The SPA should define the product being sold

Cambodia’s real-estate-development framework requires the SPA or lease to address core transaction terms such as the parties, project, location, property size, construction dates, ownership transfer, default liability and materials used in the residential or co-owned building.

That moves the transaction from marketing language towards a contractually defined product.

A buyer is in a stronger position where the SPA and signed schedules identify:

• unit number;
• floor;
• area;
• measurement method;
• plan;
• windows and doors;
• balcony;
• internal columns and shafts;
• finishes;
• sanitaryware;
• appliances;
• furniture;
• parking;
• storage;
• key amenities.

If the SPA says only unit according to project standard and the detailed specification remains in an unsigned brochure, proving a deviation becomes more difficult.

A useful hierarchy is:

1. SPA.
2. Signed amendments.
3. Signed schedules.
4. Unit plan.
5. Finishes schedule.
6. Furniture list.
7. Parking or storage agreement.
8. Internal building rules.
9. Official project notices.
10. Brochures, chats and renders.

Documents lower in the hierarchy are more likely to carry disclaimers such as illustrative only.

That does not make every specific representation legally irrelevant. A factual promise can still matter where it was clear, material and reasonably relied upon.

The best protection is to move every commercially important statement into a signed contractual document before payment.

Government approval does not replace buyer consent

Cambodia’s Construction Law requires construction to follow approved design documents and technical regulations.

Where the approved design is changed, the developer may need further regulatory approval.

That process answers a public-law question:

“Is the revised design lawful to construct?”

It does not automatically answer the private-law question:

“Does the revised design still comply with the SPA signed with this buyer?”

A modification can therefore be both approved by the authority and inconsistent with the individual buyer’s contract.

The reverse matters as well. Even where the buyer agrees to a change, the developer may still need the relevant construction approval before implementing it.

A material variation should therefore pass two separate tests:

1. Regulatory legality.
2. Contractual permissibility.

Neither test replaces the other.

Technical coordination and commercial deterioration are different

Not every deviation has the same effect.

A technical coordination change may be required for safety, structural design, fire compliance, drainage, ventilation or mechanical systems. Examples include moving a riser slightly or replacing a pump with another model of equivalent output.

A commercial deterioration reduces utility, rental value, resale appeal, privacy, quality or scarcity. Examples include losing a bedroom window, reducing usable area, removing a dedicated parking right or building another tower in front of the unit.

A practical assessment uses five questions.

A ten-centimetre door shift is not the same as losing a window.

A small physical change can nevertheless have a large functional effect. A deeper column can prevent a bed from fitting. A larger shaft can eliminate kitchen storage. A relocated entrance can destroy privacy.

Materiality cannot always be measured by percentage alone.

Variation clauses need boundaries

Many SPAs contain broad variation clauses. The developer may reserve the right to change design, dimensions, materials, common areas, services and the master plan.

Some flexibility is commercially necessary.

The wording determines how much risk moves to the buyer.

A more balanced clause may:

• allow only reasonably necessary changes;
• require equivalent or better quality;
• prohibit material deterioration;
• define an area tolerance;
• require written notice;
• require consent for a material change;
• provide a price adjustment;
• preserve termination rights above a threshold;
• prevent a unit-number or floor change without consent;
• link modifications to approved plans.

A weaker clause allows the developer to alter any part of the project at its own discretion without compensation.

Even broad discretion may still be subject to good faith, mandatory law, consumer-protection principles and the commercial purpose of the SPA.

A dispute under a vague clause is more expensive than a contract that defines materiality in advance.

Floor area is meaningless without a measurement method

The same apartment can be described through several area concepts.

Gross area may include walls, balconies, structural components or other elements depending on the project method.

Net or usable area usually refers more closely to space inside defined internal boundaries.

Saleable area can follow a developer-specific formula.

Registered private-unit area is the area recognised in the title and cadastral process.

A buyer who sees 60 m² in a brochure may assume 60 square metres of internal usable space even where the project means gross area.

The SPA should answer:

• Which area is quoted?
• Which boundaries are used?
• Are walls included?
• Is the balcony included?
• Is price fixed or per square metre?
• Who conducts the final survey?
• What tolerance applies?
• Is price adjusted?
• When can the buyer terminate?

Cambodian Civil Code rules dealing with shortage or excess in land area should not automatically be transferred to every private condominium unit without legal analysis. A parcel of land and a private unit in a co-owned building are not the same legal object.

For a condo, the SPA, unit plan, survey and general conformity remedies remain central.

A tolerance clause should not become a free reduction

Area tolerance can be structured in several ways.

One model adjusts the price for any difference while allowing termination only above a threshold.

Another allows no price adjustment or termination within the tolerance.

A third requires the buyer to pay for extra area while the developer refunds for shortfall.

A fourth fixes the price regardless of final area.

The economics differ substantially.

Assume a unit is described as 60 m² and the final recognised area is 57.5 m².

The shortfall is 2.5 m².

At USD 2,000 per square metre, the nominal value difference is USD 5,000 before considering functional impact.

Where the SPA allows a 5% reduction without price adjustment, the buyer loses area while paying the same total price.

That clause may matter more economically than an early sales discount.

Symmetry should also be checked. Some contracts require an additional payment if area increases but provide no refund where it decreases.

Layout changes should be judged against the purpose of purchase

A floor plan is more than lines.

Room count can affect tenant profile, rent, mortgage valuation, family suitability and resale market.

A separate kitchen can become open-plan. A bedroom window can be moved to an internal lightwell. A bathroom can lose natural ventilation. A balcony can become a technical ledge.

For an investor, materiality depends on whether the unit remains the same market product.

A one-bedroom should not be treated as equivalent to a studio merely because total area changed only slightly.

A two-bedroom where access to one room becomes impractical may lose family demand.

A signed unit plan should therefore show dimensions, doors, windows, columns, shafts, balconies and major fixed elements.

A coloured zoning diagram is weaker evidence than a dimensioned technical plan.

Equivalent materials need objective criteria

A project cannot always guarantee the exact model of an appliance several years before handover.

Products are discontinued. Import conditions change. Manufacturers update ranges.

This is why SPAs often permit substitution with equivalent quality.

The word equivalent must be unpacked.

For an air conditioner, relevant factors include cooling capacity, energy efficiency, noise, warranty, service network and spare parts.

For windows, consider frame system, glazing, acoustic performance, UV protection and sealing.

For floor tile, consider dimensions, water absorption, wear resistance, appearance, origin and replacement availability.

For sanitaryware, consider material, mechanisms, warranty and spare parts.

For worktops, consider thickness, heat resistance, stain resistance and repairability.

A higher retail price does not always mean equivalent performance.

An unusual imported product without local service can be worse than a cheaper but maintainable alternative.

A meaningful substitution notice should identify the original specification, proposed substitute, technical comparison, warranty and reason for change.

Changed to an equivalent brand provides too little information.

Furniture and appliances often sit in weak documents

Projects may be marketed as fully furnished.

The SPA may refer to furniture in one sentence while the detailed list remains in a quotation or chat.

At handover, the buyer may receive a smaller refrigerator, different television, lower-grade mattress, fewer items or reduced kitchen equipment.

A furniture schedule should state:

• item;
• quantity;
• dimensions;
• material;
• minimum technical characteristics;
• brand or equivalent standard;
• built-in or freestanding status;
• warranty;
• delivery timing;
• exclusions applying only to the show unit.

Full furniture package is not a measurable specification.

The contract should also distinguish between purchased consideration and a promotional gift.

A developer may argue that a free promotional item can be substituted or withdrawn. Where furniture influenced price and the decision to buy, it should be included in the signed schedule.

Amenities can change the economic identity of the project

Pools, gyms, rooftops, gardens, coworking spaces and children’s areas often justify a higher purchase price, stronger rent, service charge and project positioning.

After the SPA, the developer may reduce an amenity, move it, make it paid, transfer it to a hotel component, delay it to a later phase, replace it, restrict its hours or open it to the public.

These are not minor internal-finish issues.

They can change the investment product.

Legal protection depends heavily on where the amenity is documented.

A master plan and brochure may contain broad disclaimers.

A stronger signed schedule states the amenity type, minimum size, location, phase, completion timing, access rights and whether charges apply.

Where an amenity sits in a future phase, the buyer should ask whether the first phase can operate competitively without it.

A new tower can alter an already purchased unit

A conceptual master plan may change after early sales.

The developer may increase density, add a tower, extend the podium or build on neighbouring project land.

The buyer may lose view, sunlight, privacy, amenity capacity or quiet.

The new building can be fully approved under planning law.

The private-contract question remains whether the SPA or signed materials promised a particular project configuration.

Open views are difficult to guarantee where the land in front belongs to a third party.

The position is different where the developer controls the future phase and actively markets the view as part of the product.

A buyer should distinguish between a permanent natural feature, controlled project land, third-party land, an approved future phase, conceptual massing and a temporarily vacant plot.

The phrase unobstructed view needs both geographic and contractual meaning.

Parking may not be ownership

A price list may say one parking space included.

At handover, the buyer may discover that the arrangement is non-exclusive common parking, management allocation, a revocable licence, a long lease, a separately titled private unit or a right attached to the apartment.

These rights are not equivalent.

Parking can influence local buyer demand, mortgage valuation, family use and resale price.

The agreement should identify the space number, legal nature, term, transferability, service fee, management right to relocate, rental rights and treatment on resale.

The value of parking cannot be assessed from quantity alone.

Changing the operator is not the same as changing the seller

A project may replace the hotel operator, management company, brand partner or rental-pool operator.

The contractual seller may remain unchanged.

Where the brand was only a future operating partner, the core ownership obligation may still sit with the project company.

Where the SPA promised a specific branded service level, losing the operator can reduce value.

Where the project company itself changes, additional questions arise:

• Was there a novation?
• Did the buyer consent?
• Who holds the money?
• Does the guarantee remain?
• Who must deliver title?
• Were licences updated?

A project-name change does not automatically preserve every legal obligation.

The parties and documents must be traced.

Marketing materials can still matter

SPAs often state that brochures, renders and show units do not form part of the contract.

That can reduce their contractual weight.

It does not necessarily authorise dishonest or misleading conduct.

Cambodia’s Consumer Protection Law applies to consumer transactions involving rights in property and prohibits misleading conduct.

Civil Code remedies may also become relevant where the transaction involved fraud, misrepresentation or material mistake.

A buyer seeking to rely on marketing evidence may need to show the exact statement, whether it was factual, who made it, whether it was false, whether it influenced the decision, whether the SPA contradicted it and what loss resulted.

A general render is weaker evidence than a written statement that the apartment includes two balconies of a stated size.

The best strategy is to incorporate the material representation into the SPA before signing.

The delivered unit should conform to the contract

Cambodian Civil Code principles require the seller to deliver property conforming to the contract.

Depending on the nature and seriousness of the defect, the buyer may seek completion, repair, replacement where appropriate, price reduction, damages or termination.

The seller may be entitled to remedy the defect where doing so does not unfairly prejudice the buyer.

This does not mean that every deviation gives the buyer a free choice between another unit and full refund.

A small defect is normally corrected.

An irreversible value reduction may support a price reduction.

Termination generally requires a more serious failure that defeats the main purpose of the transaction.

Floor, bedroom count, area, view and title eligibility may be more material than the model of a tap.

The handover certificate can alter the evidence position

At handover, the buyer may be asked to sign a document before receiving keys.

The form can contain acceptance of conformity, waiver of claims, confirmation of final area, start of defect period, acknowledgement of outstanding works, start of service charge, confirmation of final payment and furniture receipt.

A receipt for keys is not the same as a complete waiver of all rights.

Where deviations exist, the buyer should record them in a snag list, reservation, written notice or technical report.

Language preserving unresolved claims should be prepared for the actual contract and jurisdiction.

Refusing handover over minor defects can also create risk if the SPA treats the buyer as in default.

The buyer should distinguish ordinary snagging, substantial non-conformity, unsafe conditions, incomplete common areas, title issues and cosmetic imperfections.

Price adjustment needs a clear formula

Where final area differs, the parties need to know which area controls, which price per square metre applies, whether discounts remain, whether furniture is included, when the adjustment is paid, whether a cap applies, whether termination is available, which survey is final and how disputes are resolved.

A clause allowing the developer’s own surveyor to determine the area conclusively is less balanced than one permitting independent verification.

The same principle applies to material substitutions and amenity reductions.

The remedy should be linked to measurable economic effect where possible.

What to secure before signing

The cheapest protection is created before construction.

Important matters should be included in signed documents:

• exact unit plan;
• area method;
• tolerance;
• price adjustment;
• minimum specification;
• furniture list;
• parking right;
• key amenities;
• master-plan variation rights;
• notice procedure;
• material-change definition;
• consent threshold;
• remedies;
• title type;
• handover conditions;
• long-stop date;
• status of brochure and show unit.

The developer may refuse individual amendments.

The buyer then at least knows how much discretion is being purchased together with the apartment.

Conclusion

A developer needs reasonable technical flexibility.

Cambodian construction law permits approved design modifications through the competent process.

That regulatory approval does not rewrite the SPA automatically.

The development framework expects the agreement to address the property, timing, ownership transfer, liability and materials. Civil-law principles require delivery of a conforming object and recognise remedies that can include correction, price reduction, damages and termination where the breach is sufficiently serious.

The greatest risks usually sit in broad variation clauses, unclear area methods, undefined equivalence, amenities existing only in brochures and unrestricted master-plan changes.

The buyer should assess not only how large the physical deviation is, but what function, value and purpose has been lost.

Changing the refrigerator model and removing the second bedroom are not variations of the same commercial significance.

Sources

1. Royal Government of Cambodia — Sub-Decree No. 50 on the Management of Real Estate Development Business, 2 March 2023, with SPA requirements referenced through DFDL commentary.
2. Kingdom of Cambodia — Law on Construction, 2019.
3. JICA Legal and Judicial Development Project — Civil Code of Cambodia.
4. Kingdom of Cambodia — Law on Consumer Protection, 2019.
5. Competition, Consumer Protection and Fraud Repression Directorate-General — consumer-protection enforcement framework.
6. DFDL — Cambodia: A New Regulation Related to Real Estate Development Business Is Coming Up, 2023.

Frequently asked

Can the developer change the layout after the SPA has been signed?

That depends on the contract and the scale of the change. A technical adjustment may be permissible, while a material change to floor area, room count, access or intended use may require separate review and, in some cases, buyer consent.

Can the developer replace specified materials with equivalents?

The word equivalent is not enough on its own. Class, performance, warranty, useful life, brand support, appearance and operating cost should be compared.

What should the buyer do if the completed area is smaller than promised?

First establish the measurement method and the SPA tolerance clause. There is no safe universal formula for every private unit, so the contract, technical documents and general buyer remedies must be reviewed together.

Can the buyer terminate because the project has changed?

Termination normally depends on materiality and whether the change deprives the buyer of the main purpose of the transaction. A minor remediable deviation is more likely to justify correction or a price adjustment than automatic cancellation.