Case Study: Change of Landowner (Developer) for a Villa Plot

Continuing the topic of construction contracts, in practice there are cases where, before registration, the developer informs the buyer that the landowner has changed and a new leasehold agreement must be signed.

Let’s review the risks involved and how to proceed.

Initial Transaction Structure

In such cases, the typical situation is:

an initial leasehold agreement for 90 years (3 × 30 years)
total lease value — approximately 9 million THB
the client has paid the full amount in advance
the contract allows for a change of landowner

Then, closer to registration:

the client is asked to sign a new agreement
with the new landowner
but only for the first 30-year term
and for an amount of 3 million THB

What the Law Says

When ownership changes:

all rights and obligations under the existing lease agreement transfer to the new owner

However, there is a critical point:
if a new agreement is signed,
the terms of the previous agreement no longer apply.

Where the Risk Arises

A gap effectively appears:

the original owner received 9 million THB
the new owner recognizes only 3 million THB

The key question remains:
what happened to the payment for the 2nd and 3rd lease periods?

If:

the funds were not transferred to the new owner
and this is not documented

then after 30 years, the new owner may:

refuse to extend the lease
and not return the funds

From a legal perspective, the new owner may claim:

they did not receive the payment
they have no obligations under the previous agreement

What Must Be Verified

1. Confirmation of Fund Transfer

It is strongly recommended to obtain:

a receipt confirming transfer of funds from the original owner to the new owner
a supporting letter detailing the transaction

This is a key document confirming the preservation of your rights.

2. Terms of the New Agreement

Before signing, you should:

compare the old and new agreements
verify whether the following have changed:
- duration
- extension terms
- financial obligations

Important:
after signing the new agreement, it will fully replace the previous one.

Can You Refuse to Sign the New Agreement?

Legally — yes.

A change of landowner is a notification, and the existing agreement remains valid.

However, in practice:

registration issues may arise without a new agreement
the developer may not complete the transaction

Therefore, the decision should always be made individually, considering all risks.

Conclusion

A change of landowner is not a formality but a significant legal factor.

The main risk is losing rights to future lease periods if payment is not properly documented.

Before signing a new agreement, it is essential to:

document the transfer of all funds
review the terms carefully
assess the implications of the new transaction structure