In short: A Victorian contract of sale is the binding agreement between vendor and purchaser, made up of the particulars of sale, the standard general conditions and any special conditions the vendor adds. It sets the price, deposit, settlement date, conditions such as finance, and what is included. Once signed and exchanged, you can only exit through cooling-off, a condition, or a legal right to rescind.
Most Melbourne buyers see the contract for the first time when the agent emails it with the Section 32. It is a long document, and the parts that matter most are often the shortest. This page explains the structure, the rules the Sale of Land Act 1962 (Vic) imposes, and the clauses to read before you sign.
What the law says
The Sale of Land Act 1962 (Vic) regulates how land is sold in Victoria. The key requirements for buyers are:
- The vendor must give a Section 32 vendor statement before the contract is signed.
- A private-sale buyer has a 3 clear business day cooling-off period under section 31.
- Deposits must be held in trust by the vendor's estate agent, conveyancer or solicitor until settlement, unless released early under section 27.
- For off-the-plan sales, the deposit cannot exceed 10% of the price, and since the 2019 amendments a vendor cannot rescind under a sunset clause without the purchaser's written consent or a Supreme Court order.
- Contracts for land must be in writing and signed, which is why electronic signing platforms are now standard.
The Estate Agents Act 1980 (Vic) governs the agent's conduct, including underquoting and the handling of deposits in trust accounts. Transfer of the title at settlement happens under the Transfer of Land Act 1958 (Vic).
Most Victorian contracts use the standard form published jointly by the Law Institute of Victoria and the Real Estate Institute of Victoria. The general conditions in that form are widely understood by conveyancers, and the risk usually sits in the special conditions the vendor's lawyer adds.
The three parts of the contract
Particulars of sale
The front pages. They record the vendor, purchaser, property, price, deposit, settlement date, whether the sale is subject to a loan (lender, amount, approval date), whether GST applies, the chattels included, and any lease. Every mistake in the particulars becomes a problem later, so check the spelling of names, the price, and that the finance box is ticked if you need it.
General conditions
The standard terms. They cover the deposit, the vendor's warranties (including that they are the registered owner and there are no undisclosed notices or encumbrances), settlement mechanics, adjustments of rates and outgoings, the purchaser's right to a final inspection in the 7 days before settlement, default notices, penalty interest, and the loan condition. Vendors rarely change these, but they can.
Special conditions
Additions drafted by the vendor's lawyer. Common ones include:
- shortening or removing the finance condition;
- requiring the purchaser to accept the property "as is" and waiving inspection rights;
- limiting the vendor's liability for defects in the Section 32;
- imposing a deposit release under section 27 as a condition;
- allowing the vendor to delay settlement without penalty;
- in off-the-plan contracts, permitting changes to plans, fittings and lot size within stated tolerances.
Special conditions override general conditions where they conflict. Your conveyancer's review is mainly a review of the special conditions.
Key clauses to check before signing
| Clause | What to look for | Why it matters to a borrower |
|---|---|---|
| Price and deposit | Deposit amount and due date | Cash needed on signing; bond or bank guarantee alternatives |
| Settlement date | Days from signing, or a fixed date | Must allow time for formal approval and lender documents |
| Loan condition | Lender, amount, approval date | Your exit if finance fails |
| "And/or nominee" | Ability to nominate another purchaser | Useful if you need a co-borrower or a different entity |
| Chattels | Dishwasher, blinds, heating | Affects value; can't be financed separately |
| GST | Whether the price includes GST | New homes and vacant land may include GST |
| Sunset clause | Off-the-plan completion deadline | Long delays affect your pre-approval validity |
| Section 27 release | Deposit released to vendor early | Reduces your protection if the sale fails |
| Penalty interest | Rate on late settlement | Cost of any lender delay |
Deposits: the rules
Deposits are normally 10% but can be negotiated. The Act requires the deposit to be held in trust until settlement. Two exceptions come up often:
- Section 27 early release. The vendor can ask you to agree to release the deposit before settlement. You are entitled to particulars of any mortgage over the property first, and you can object in writing within 28 days. If the vendor's mortgage exceeds a certain proportion of the price, or you are not satisfied, don't release. Once released, your deposit is in the vendor's hands, and recovering it if the sale collapses is harder.
- Deposit bonds and bank guarantees. A vendor may accept a deposit bond in place of cash, but only by agreement, usually recorded in a special condition.
Nomination
Many Victorian contracts are signed by "Jane Smith and/or nominee". Nomination allows the named purchaser to direct the vendor to transfer the property to someone else, such as a spouse, a company or a trust. It does not release the original purchaser from the contract. A nomination can have land transfer duty consequences if it is a sub-sale for consideration, so ask your conveyancer before using it.
Worked example
You sign a private-sale contract for a $650,000 established house in Craigieburn. The particulars show a 10% deposit ($65,000), 60-day settlement, loan condition for $585,000 with a 21-day approval date, and the dishwasher, blinds and split-system listed as chattels.
Your conveyancer flags two special conditions: one requiring section 27 deposit release within 7 days, and one stating you accept the property in its current condition with no right to object to defects. You negotiate the first out entirely and accept the second because your building inspection was clean. The contract is signed, the cooling-off period runs for 3 business days, your loan is formally approved on day 16, and you settle 60 days after signing.
What it means for your home loan
- Settlement date and loan timing. Lenders need formal approval, signed loan documents, and a certified copy of the contract. A 30-day settlement is achievable but tight; 45 to 60 days is comfortable.
- Purchaser names must match the loan. Your lender lends to the people on the contract. If a partner or parent will be on the loan but not on the title, discuss the structure early. See buying property with a partner.
- Chattels and price. Valuers value land and buildings, not furniture. If a contract price includes significant chattels, the valuation can come in short.
- Off-the-plan contracts with long settlement dates outlast most pre-approvals, which are typically valid for around 3 months. Plan to reapply nearer completion. Our off-the-plan guide covers this.
- Duty. Land transfer duty is payable at settlement under the Duties Act 2000 (Vic). Use our stamp duty calculator to estimate it.
GNT Finance reads the contract with your finance in mind, checking the settlement date, purchaser names and finance condition against what the lender will need. Our home-loan service is at no cost to you in most cases.
Common mistakes
- Signing at the agent's office without a conveyancer's review. Cooling-off gives you 3 business days to fix that, but not for auctions.
- Leaving the finance box unticked because the agent said the vendor "prefers unconditional offers".
- Agreeing to section 27 release without understanding it.
- Missing the chattels list. If it isn't written down, it may not be there at settlement.
- Assuming "standard contract" means nothing has been changed. Check the special conditions every time.
Frequently asked questions
Is a contract of sale legally binding in Victoria?
Yes, once both parties have signed and the contract has been exchanged. Your only ways out are the 3 business day cooling-off period on private sales, a condition in the contract such as finance or inspection, a statutory right to rescind (for example, a defective Section 32), or the vendor's agreement. Auction contracts are binding immediately with no cooling-off.
What is the difference between general and special conditions?
General conditions are the standard terms in the Law Institute of Victoria / REIV contract that apply unless changed. Special conditions are extra terms drafted by the vendor's lawyer for that particular sale. Special conditions prevail over general conditions where they conflict, so they are where most risk sits and what your conveyancer will focus on.
How much deposit do I need to pay when signing a contract?
Ten per cent of the price is the convention in Victoria, but it is negotiable. For off-the-plan sales the Sale of Land Act caps the deposit at 10%. Vendors sometimes accept 5%, and some accept a deposit bond or bank guarantee. The deposit must be held in trust unless you agree to early release under section 27.
What does "and/or nominee" mean on a contract?
It lets the purchaser nominate another person or entity to take the transfer of the property at settlement. The original purchaser stays liable under the contract. Nomination is commonly used to add a spouse or move the purchase into a trust or company, but it can trigger additional duty if money changes hands, so check with your conveyancer first.
Can a vendor change the contract after I sign?
Not without your agreement. Any variation, such as a changed settlement date or the removal of a condition, must be agreed in writing by both parties. If the vendor cannot deliver what the contract promises, for example clear title or a listed chattel, you may have remedies including compensation or, in serious cases, a right to end the contract.
Talk to GNT Finance
Before you sign, we can check that the settlement date, deposit and finance condition are realistic for the lender you are likely to use. GNT Finance arranges pre-approval so you negotiate from strength. Book a free consultation or call 0426 403 703.
This page is general information only and not legal, tax or financial advice. Laws change — confirm current rules with the State Revenue Office, the ATO or a licensed professional.
Written by Gorakh Timilsina
Founder, CEO & Senior Mortgage Consultant at GNT Finance. Gorakh started as a broker assistant, spent years as a senior credit officer assessing loan applications, and now helps Melbourne families get the right loan approved. English, Nepali and Hindi spoken.