The 2026 update to the TLANZ standard sale and purchase agreement is broadly positive news for both sides of a property transaction. 

Released on 21 April, the revised form closes some long-standing gaps, modernises key definitions, and strengthens obligations on vendors and purchasers alike.

Definitions and Use of Form (clause 1.1 and 1.6)

A new clause 1.6 has been introduced to the agreement, which includes a mutual warranty that neither party has altered, removed, or added to the published text of the agreement, other than in clearly identifiable ways. Permitted changes are limited to:

1. the removal of published text by way of strikethrough; or

2. the addition of text in a manner that leaves the published text in place and makes any amendment "reasonably identifiable".

The updated agreement also modernises the definition of "key" to include codes and electronic access mechanisms, not just physical keys. This matters most at settlement: vendors must hand over everything the purchaser needs to actually access the property.

Restricted Building Works Warranty (clause 7.3)

Vendors are now giving stronger assurances about who carried out building work on the property. Clause 7.3 aligns the agreement with current legislation by requiring the vendor to warrant that any "restricted building work" (as defined in the Building Act 2004) carried out on the property on or after 13 March 2012 was carried out or supervised by a "licensed building practitioner". In broad terms, "restricted building work" covers residential/small-to-medium apartment design and construction work that is critical to a building's integrity or weathertightness.

This captures, for example, granny flats built without a consent under the recent granny-flat exemption (further information on this is available here).

There are a few things to watch.

• Warranty Gap: Some building work is not "restricted building work", is exempt from needing a building consent, but is still required by legislation to be carried out by an "authorised person" (for example, gas fitting or certain signage work). That work may not necessarily be captured by this warranty (or the other standard vendor warranties in the agreement).

• Owner-Building Exemption: Restricted building work undertaken in reliance on the owner-builder exemption may not have been carried out by a licensed building practitioner. As currently drafted this warranty does not carve out that scenario, meaning a vendor could be in technical breach even where the work was lawfully undertaken. Vendors and their advisors should therefore identify early whether the owner builder exemption was relied on, and consider whether the warranty should be qualified accordingly

Finance Condition (clause 9.1)

Purchasers now to show reasonable steps in arranging finance. Where a purchaser seeks to rely on a failure to obtain finance to avoid the agreement in clause 9.1(2), their obligations have been amended so that, instead of providing a "satisfactory explanation of the grounds relied upon", the purchaser must now provide a reasonable explanation of the steps taken to arrange finance.

We know historically that the courts have interpreted "all reasonable steps" in a finance condition to include the purchaser asking for vendor financing.¹ 

Overseas Investment Act Consent Condition (clause 9.6)

Vendors now have new obligations relating to the Overseas Investment Act 2005 (OIA) consent condition at clause 9.6. Under the previous version of the agreement, the vendor was not required to take any steps to assist the purchaser in satisfying this condition. The revised drafting increases the vendor’s involvement, requiring the vendor to take all reasonable steps necessary to enable the purchaser to fulfil the condition.

Compensation claims (clause 10)

Last minute compensation claims have long been a source of friction in property transactions. Clause 10 now takes direct aim at that. 

The revised drafting is designed to bring claims out into the open earlier, reduce tactical behaviour, and streamline how disputes are handled:

• Earlier notification required: Claims must now be notified as early as reasonably practicable, and no later than the last working day before settlement (clause 10.3(1)), discouraging surprise claims at the eleventh hour.

• No limit on number of claims: The previous restriction on multiple claims has been removed. Clause 10.3(3) now permits further claims where new issues arise, reducing any incentive to strategically stockpile claims.

• Clarified dispute process: Clauses 10.6(2) and 10.8(4) now refer expressly to an independent "appointee" where a claim is disputed, streamlining the drafting without altering the substance of the role. Clause 10.13 confirms that where the TLANZ President appoints the appointee, the President bears no liability for either party’s costs or losses.

Taken together, these changes are intended to reduce last-minute disruption and support a more transparent, orderly claims process.

Privacy and sale information (clause 19)

Your sale price may no longer stay private. Clause 19 updates how transaction information is collected and shared, reflecting new Privacy Act requirements and modern market practices:

• Post unconditional disclosure: agents can provide sale price and related details to REINZ.

• Data aggregation: REINZ can use that information for valuations, reporting and analysis.

• Privacy protections remain: parties retain rights to access and correct their information.

For clients who value confidentiality, particularly in high-value transactions, this change may warrant closer attention and potentially, amendment.

Schedule 3 – pet bond information

Pet bonds can no longer sit in the background. Schedule 3 now requires clear disclosure where a tenanted property allows pets, reflecting recent changes to residential tenancy legislation:

• pet bond details must be set out in the agreement;

• only one bond per property is permitted, capped at two weeks’ rent; and

• exceeding the cap may result in penalties of up to $3,000.

For purchasers, this provides greater transparency. For vendors and landlords, it reinforces the need to ensure existing arrangements comply with the statutory limits.

Get in touch

If you have questions about how the updated SPA applies to your transaction, get in touch with a member of our real estate team.

Special thanks to Ben Gardiner and Hamish Steadman for their assistance in writing this article.