---
title: "Why a missing MOU clause becomes a dispute months later"
description: "How vague or absent clauses in Dubai's Form F and agent agreements turn closed deals into drawn-out commission disputes — and how to stop it."
category: "disputes-settlements"
readingTime: 12
---
## The Deal Is Done. Now the Argument Starts.

The buyer's cheque is in the air, the seller has signed, and two agents are shaking hands in the lobby of a registration trustee office. Three months later, one of those agents is chasing a WhatsApp message from six weeks ago as evidence of a commission agreement, because the other agency has paid out and moved on — without including them.

This is not a rare horror story. It is a structural feature of how many Dubai deals actually close. The Form F, the MOU, the co-broke arrangement between agencies — these documents are either incomplete, vaguely worded, or signed too late in the process to protect the people whose income depends on them. The disagreement does not surface at signing. It surfaces later, when memory fades, when the manager who agreed the split has left the office, and when the only thing left is a paper trail that says almost nothing useful.

Understanding why this happens requires looking at the deal from the inside out: how commission is earned, how it is documented, and exactly where the friction builds before it becomes a formal dispute.

## What Form F Actually Records — and What It Doesn't

The Dubai Land Department issues Form F, also known as the Unified Sale Agreement or MOU, as the standard contract that documents the mutually agreed-upon terms between the buyer and seller in a property transaction. It includes the purchase price, the security deposit, the completion date, the broker's commission, and the obligations of both parties prior to the transfer.

That sounds comprehensive. In practice, the commission line in Form F records the total amount due — typically the buyer's 2% — and identifies the brokerage receiving it. Agent commission (typically 2% of the sale price) becomes legally due upon Form F signing. What Form F does not do is describe what happens to that commission once it reaches the receiving brokerage. It does not record how a split between two agencies has been agreed. It does not name the buyer's agent or the listing agent individually. It does not specify a timeline for onward payment to a co-operating agency.

This is the first gap. Two agencies have agreed to work a deal together. The client-facing document — Form F — is silent on the inter-agency arrangement. That arrangement lives somewhere else, and if it hasn't been captured in the right place at the right time, it is effectively unenforceable.

Authorities such as RERA or local courts rely almost entirely on the written terms in the document when a dispute arises. Verbal promises or side explanations carry very little weight once signatures appear on the page. Any terms not included in the form are generally difficult to enforce later because the contract serves as the primary evidence in any dispute resolution process.

That principle cuts both ways. The buyer and seller are protected by what Form F says. The agents are exposed by what Form F doesn't say.

## The Form I Problem: Agreed on a Call, Forgotten in Writing

Form I is an agent-to-agent collaboration agreement signed by two RERA-certified brokers from different agencies who are working together on the same property transaction. The agent-to-agent agreement specifies the property in question, the names and RERA registration details of both agents, the commission split arrangement, confidentiality obligations regarding client information, and terms governing how the agents will cooperate through the transaction.

When a buyer's agent identifies a property listed by a different agency, Form I is the mechanism that locks in who gets paid what. Before the buyer's agent can arrange viewings, share the property's details, or participate in negotiations, both agents must sign Form I. This protects the listing agent's client relationship, ensures the buyer's agent receives their agreed share of commission, and prevents disputes about who facilitated the sale.

The problem is not that agents don't know about Form I. Most do. The problem is timing and human nature. In a competitive market, when a serious buyer is ready to view and the agent on the listing side is eager to get them through the door, paperwork feels like friction. The standard split gets mentioned on a call — "we'll do fifty-fifty, standard stuff" — and both agents move forward. The viewing happens. The offer comes. The negotiation runs. The MOU is signed. The deposit cheque is handed over.

And Form I has still not been signed.

In fast-moving markets like Dubai, agents sometimes proceed on trust or a phone call agreement when time is short. This almost always creates problems if the deal becomes complicated. A verbal commission split agreement is not enforceable under RERA regulations.

If a dispute arises between two agents over who is owed what, the agent without a signed Form I is in a very weak position.

Now replay the lobbying-shaking scenario at the top of this article. Agency A holds the listing. Agency B brought the buyer. The commission cheque is made out to Agency A's brokerage, because that is whose name is on Form F. Agency A's management pays out their own agent and considers the matter closed. Agency B's agent — who sourced the buyer, did the viewings, managed the negotiation, and held the deal together through a mortgage pre-approval delay — is left asking for money that was never formally documented.

Agency A is not necessarily acting in bad faith. They may genuinely believe the split was not agreed. They may have had a management change. They may simply not feel the legal pressure to pay because the paper trail does not compel them to.

## How Commission Actually Flows — and Where It Stalls

It helps to understand the plumbing before diagnosing the leak.

In a secondary market resale, the buyer conventionally pays 2% of the agreed sale price plus 5% VAT. Since the introduction of VAT in the UAE in January 2018, a 5% Value Added Tax applies to real estate brokerage services. VAT is charged on the commission amount, not the property price. The brokerage must be VAT-registered and provide a valid tax invoice.

The commission cheque — or the bank transfer — goes to the brokerage named on Form F. From there it moves inward: the brokerage takes its share, and the individual agent receives their internal split. In a co-broke deal, there is a second layer: the receiving brokerage must then transfer the co-operating agency's portion outward.

That outward transfer is where disputes most frequently occur. There is no regulatory clock ticking on it. There is no automatic mechanism that forces it to happen within a set number of days. If Form I was never signed, there is no documented obligation at all. If Form I was signed but does not specify a payment deadline, the co-operating agency has a right but no timeline to enforce it against. They are left making calls, sending emails, and eventually deciding whether to escalate through RERA's complaint process or absorb the loss.

If a commission dispute arises, RERA's Rental Disputes Settlement Centre handles the case. Having a written agreement is essential to win any dispute. The phrase "written agreement" is doing a lot of work there. A signed Form I with a clear split percentage, the property details, and the names of both brokers is a written agreement. A WhatsApp exchange saying "yeah let's split it, speak later" is not.

## The MOU's Missing Clauses — A Field Guide

Not every dispute is an agency-versus-agency battle. Many disputes come from within the Form F itself — from clauses that were vague, omitted, or left to interpretation. Here is where that happens most often.

### Commission Responsibility Left Ambiguous

Form F records the commission amount. It less reliably records who bears the obligation to pay it, under what circumstance, and what happens if the deal falls through before transfer. The agent may still claim their commission from the buyer since the withdrawal was the buyer's decision, not a failure of the deal itself. But "may claim" requires that the right was actually written in. An agent who has not clearly established their entitlement in the document — and whose commission clause only triggers on completion — is exposed if a buyer pulls out post-MOU but pre-transfer.

### Timeline Clauses That Nobody Meant to Leave Vague

Clauses related to default, timelines, and conditions play a key role in determining the outcome if either party fails to proceed. A completion date that says "within 60 days, subject to NOC availability" sounds reasonable when the deal is fresh. At day 45, when the developer's NOC department has a three-week backlog and the buyer's mortgage offer is expiring, "subject to NOC availability" becomes a negotiation in itself. If the MOU does not specify what happens to the deposit — and to the commission — if the timeline extends, all three parties are guessing.

### Deposit Forfeiture and the Agent's Share

The standard secondary market MOU includes a 10% deposit. A buyer who backs out without legal justification forfeits their 10% deposit. A seller who withdraws after signing may be legally liable for compensation equivalent to the buyer's loss. What the standard Form F does not always make clear is whether the forfeited deposit is shared with the agent, or whether the agent's commission claim survives independently of the forfeiture mechanism. If this is not specified, an agent who worked a deal for three months and watched it collapse may find they are arguing for payment out of a forfeited deposit that the seller regards as entirely theirs to keep.

### The NOC Timing Gap

The MOU acts as a roadmap for completing the transaction. It defines the next steps, such as obtaining the No Objection Certificate (NOC), arranging financing, and scheduling the final transfer at the Dubai Land Department. When the NOC responsibility falls on the seller but no consequence is attached to delay, the buyer's agent — who has a motivated buyer ready to transfer — has no contractual lever to pull. The deal drags. The buyer starts looking at other properties. The listing agent fields calls from a frustrated seller. Meanwhile, the original Form F's silence on consequences for NOC delay means nobody is technically in breach, and nobody can be compelled to act faster.

## Rental Deals Are Not Simpler

The temptation is to assume that rental transactions — shorter timelines, smaller sums, simpler documentation — are cleaner. They are not, particularly in co-broke scenarios.

In a rental deal, commission is due when the Ejari-registered tenancy contract is signed and the security deposit and first cheque are handed over. Dubai requires all rental agreements to be registered with Ejari, the official rental registration system under the Dubai Land Department. The commission trigger is clear. The Ejari registration makes the tenancy official. What is less clear, in many rental co-broke deals, is how the commission handed to one agency at signing gets passed to the agency that sourced the tenant.

The same structural problem applies: one agency receives the payment, another agency is owed part of it, and the only thing connecting the two is whatever was agreed before the Ejari was registered. If that agreement was never written down, the dispute begins the moment the receiving agency's management looks at their commission ledger and starts deciding what they actually owe.

The 5% rental commission is not written into Dubai's tenancy law; it is the figure RERA recognizes as customary and the one referenced when a commission dispute reaches the Rental Disputes Centre. "Customary" is not the same as "enforceable." An agent who relies on custom rather than a signed split agreement is building on sand.

## Off-Plan Deals: A Different Timeline, the Same Documentation Gap

Off-plan transactions introduce a different dynamic but the same underlying documentation problem. The developer pays commission — sometimes at booking, sometimes in stages tied to the payment plan — directly to the registered brokerage. The commission does not pass through a client's hands in the same way as a resale deal. This means the inter-agency split arrangement is entirely invisible to the client and entirely dependent on what the two agencies agreed before the deal was registered.

It is worth being precise about one thing here: off-plan in Dubai is regulated under its own legal framework. Under Dubai Law No. 8 of 2007, all buyer payments for off-plan properties must be held in a RERA-registered escrow account controlled by a licensed escrow agent, not by the developer directly. That escrow account is a statutory mechanism that protects buyer payments during construction — it is not a commission management tool, and it has no bearing on how agents settle their own split.

The commission from an off-plan sale flows from the developer to the registered broker. If a co-operating agent sourced that buyer, their entitlement rests on what was documented between the two agencies before the booking was registered. Commission agreements between agents — for instance, when a buyer's agent and a seller's agent split a fee on a co-broke deal — are governed by RERA Form I, which must be formally signed before any commission is disbursed. In off-plan, this is the critical moment: before the booking form goes in, before the developer's system records which brokerage owns the deal, the split needs to exist on paper. Once the deal is registered under one agency's name, the leverage disappears. The co-operating agent is then asking for money from someone who has already received it and has no legal compulsion to share it without a prior written agreement.

## Why Disputes Surface Months Later, Not at Signing

The time gap between signing and dispute is not accidental. It is a product of how the money moves.

Commission on a resale deal is typically collected at or around transfer — not at MOU signing, even though the right to commission is triggered at signing. For most secondary market deals, signing Form F coincides with payment of a 10% property deposit, usually via manager's cheque. But the full commission cheque is normally collected at the trustee office, on transfer day. Between MOU signing and transfer day, weeks or months can pass. Mortgages take time. NOC processes have backyards. Sellers sometimes delay releasing title deeds.

By the time the commission cheque actually clears, several things may have changed: the manager who agreed the split may have moved on; the co-operating agent may have left the agency that made the verbal agreement; the receiving agency may have gone through a restructure; or the original deal has become so complicated that both sides have grievances they want resolved before they pay out.

The dispute that finally surfaces is usually the accumulated weight of everything that went undocumented over the preceding weeks. It looks like a commission fight. Underneath it, it is a documentation failure.

Commission disputes are fact-specific — who introduced whom, what was signed, what was paid. When none of that is documented with precision, facts become contested, and contested facts become expensive to resolve.

Dispute resolution follows a staged approach: negotiation, RERA complaints, the Rental Disputes Settlement Centre, then courts. Each stage costs time and money. An agent who has already waited three months to be paid is then looking at weeks of formal process before anything is resolved — if it is resolved in their favour at all.

## The Documentation Standard That Removes the Friction

The principle is simple, even if applying it consistently takes discipline: every financial entitlement in a deal should be documented before the money moves, and every party entitled to payment should receive their portion at the same moment that the commission is collected — not days or weeks later.

For co-broke deals on the secondary market:

- Form I should be signed before viewings, not at the end of the negotiation.
- The split percentage, property details, and both agents' RERA registration details should be captured in full.
- The payment timing — specifically, how quickly the co-operating agency will receive their portion after the commission clears — should be stated explicitly in the Form I or in a supplementary written agreement between the two brokerages.

For off-plan co-broke deals:

- The inter-agency agreement needs to be in place before the booking is registered with the developer.
- The registered brokerage should not be the sole holder of a split commitment that exists only in memory.

For rental deals with co-operating agents:

- The split should be documented before the Ejari is registered and before the commission cheque is handed over at signing.

Skipping or incorrectly completing a RERA form does not just create inconvenience. It can result in a transaction being rejected by the Dubai Land Department, a commission dispute with no legal basis for resolution, or a regulatory complaint against the agent or brokerage involved.

The MOU itself — Form F — should be reviewed clause by clause before signing, not after. The document may look standard, but the clauses decide what happens when a mortgage is late, a seller changes their mind, a defect appears, or a deposit dispute starts. Commission entitlement clauses, default clauses, and timeline clauses should be explicit about outcomes, not left to interpretation.

## The Principle That Changes Everything

A signed split agreement is worth more than a handshake from someone you trust. Not because trust is worthless — in this business, relationships matter — but because trust without documentation does not survive the moment when priorities conflict.

The real protection is not just having the paperwork. It is having all the relevant parties agree on the numbers before anyone receives anything, and then ensuring that payment flows to everyone simultaneously. When Agency A receives the commission cheque at the trustee office and Agency B's portion has already been agreed in writing, signed by both brokerages, and is due for transfer on the same day — there is nothing to dispute. There is no window for amnesia. There is no leverage to withhold. There is simply money moving to the people it belongs to, according to a document that both sides signed before the deal closed.

That is the outcome agents should be building toward from the first day of any co-working arrangement: a clean paper trail that makes the payment inevitable, rather than a goodwill exercise that depends on someone else's accounting priorities on transfer day.

The missing clause in the MOU does not become a dispute at signing. It becomes a dispute the moment the money arrives and someone has to decide — without written guidance — what to do with it. Give them written guidance. Sign it early. Make payment a process, not a negotiation.