Looking for an English‑speaking Mexico lawyer to review a pre‑construction promissory agreement? This guide helps expats buying in Cancun, Playa del Carmen, Tulum, and Cozumel understand milestones, escrow, penalties, jurisdiction, notario vs lawyer roles, and fideicomiso in plain English. We confirm scope, price, and timeline before any work begins.
What is a promissory agreement?
A promissory agreement (often called a contrato de promesa) is a binding promise to sign the final deed later. In pre‑construction, it should spell out payments tied to milestones, delivery dates, remedies for delay or defects, and how/when the final purchase deed will be executed before a notario.
Remember: the Spanish version typically governs. Get an English‑first contract review so both versions match in meaning.
Key clauses to verify
Payments & milestones
- Release on architect‑certified completion (foundation, structure, roof, MEP, finishes).
- Tolerance windows and late‑delivery penalties payable to buyer.
- No cash handoffs; wire only to named escrow/trustee account.
Delivery & defects
- Clear delivery date, snag‑list (punch list) procedure, and holdback.
- Warranty periods and response times for defects.
- Refund triggers if construction stops or permits lapse.
Title path
- Who pays notario fees, taxes, trust setup, and recordings.
- Conditions precedent: permits, HOA registration, debt‑free lot.
- Final deed date window and consequences if missed.
Change orders
- How upgrades are quoted, approved, and scheduled.
- Who owns design docs and what happens if you cancel an upgrade.
Escrow & release conditions
Instead of wiring directly to a developer, many buyers use third‑party escrow or trustee solutions. Funds are released only when agreed documents are provided: architect certificate, photos, municipal inspection or equivalent, and a signed milestone confirmation.
Escrow release: Upon (i) architect certificate for Stage 2 (structure),
(ii) dated photos, and (iii) buyer countersignature. If not delivered within
30 days after the milestone date, buyer may (a) defer payment without penalty
or (b) cancel with refund of unreleased funds within 10 business days.
Jurisdiction & enforcement
Promissory agreements usually choose the municipality/state where the property sits. Make sure the contract doesn’t force a distant venue that increases your costs. Consider mediation/conciliation steps, but avoid clauses that block reasonable court access.
Spanish typically governs; ensure the English translation mirrors the Spanish. Our contract review flags mismatches and risky jurisdiction language.
Due diligence before you sign
- Developer history: previous projects and delivery track record.
- Permits & land title: ask the notario to confirm status and encumbrances.
- HOA rules draft: rentals, pets, renovations, parking, storage.
- Finish schedule and punch‑list process at delivery.
- AML and source‑of‑funds checks (be ready with ID and proofs).
Find a notary via the Colegio Nacional del Notariado Mexicano.
Fideicomiso (bank trust) for foreigners
If the property is in the restricted zone (coast or border), buyers typically use a bank trust (fideicomiso). Make sure the promissory agreement anticipates the trust setup, fees, trustee timeline, and who pays what. Coordinate this with the notario so the final deed does not slip.
Addendum templates (negotiate fairly)
Milestones & penalties
Milestones: Buyer payments released only upon architect certification of
completed stages (S1 foundation, S2 structure, S3 roof/MEP, S4 finishes).
Tolerance: Max 30 days per stage; beyond that, daily penalty of [x%].
Holdback: [y%] held until snag‑list items are closed.
Escrow release condition
Escrow: Funds held by [Bank/Trustee]. Releases require developer request,
architect certificate, and buyer countersignature. No unilateral releases.
Short Spanish clause (reference only)
Entrega y penalidades: El Vendedor acepta un plazo de tolerancia de 30 días
naturales. Vencido dicho plazo, se generará una penalidad diaria de [x%] a favor
del Comprador hasta la entrega conforme a lista de pendientes.
We can translate and integrate these into your draft as part of a contract review.
Timeline to closing (typical flow)
- Draft and negotiate the promissory agreement (EN/ES aligned).
- Open escrow/trust account; define release conditions.
- Construction milestones + inspections; handle change orders.
- Snag‑list walk‑through; holdback for fixes.
- Final deed before the notario; register title (or set up fideicomiso).
Red flags (slow down or walk away)
- Requests to wire to personal accounts or offshore entities.
- Promissory agreement missing delivery date or remedies.
- English promises that don’t match the Spanish contract.
- No independent architect or inspection process for milestones.
Related services & cities
Start with Contract review & drafting, fact‑finding & document checks, and see our use‑case: Real‑estate Offer / Promissory. Prefer local? Cancun, Playa del Carmen, Tulum, Cozumel.
Talk to an English‑speaking Mexico lawyer
We confirm scope, price, and timeline before any work begins. Most matters are handled online or by phone.