Drafting and vetting
Fourteen stages from instruction to stamped agreement, with the version trail, the negotiation log and the client's instructions.
This is the part most systems skip. A matter is not a folder with a signed agreement in it. It is a document that passes through fourteen stages, several loops of negotiation, and a client who has to authorise the final terms. The pipeline below is what Zentra Law should enforce, chase and record — because the two things that cost a firm most are a draft that sits still and a date that passes.
1 Where every agreement stands today
Drafting with us · 1
CV-2026-0142 — SPA (buyer)on track
v0.1 in progress, due in 2 days
Internal review / approval · 2
CV-2026-0171 — tenancy, office loton track
v0.3 with partner, 1 day
CV-2026-0168 — Deed of Assignmentattention
peer comments returned
With the other side · 2
CV-2026-0142 — SPA (buyer)attention
day 9 of 14 with seller's solicitors
CV-2026-0159 — SPA (seller side)attention
day 21 — formal reminder served
Vetting and negotiation · 2
CV-2026-0142 — SPA (buyer)attention
6 clauses in dispute, 2 need the partner
CV-2026-0151 — facility agreementon track
bank clauses accepted, 1 exception logged
Client approval · 1
CV-2026-0142 — SPA (buyer)attention
awaiting instruction on extension request
Ready for execution · 2
CV-2026-0160 — tenancyon track
EV-1 frozen, e-signature envelopes out
CV-2026-0155 — developer SPAattention
HIMS draft generated, eKYC pending for 1 buyer
Post-execution · 2
CV-2026-0138 — SPA (seller side)on track
stamped 09 Sep, copies distributed
CV-2026-0147 — tenancyon track
e-Duti Setem certificate filed, closing in 4 days
2 The fourteen stages, with gates
| # | Stage | State on CV-2026-0142 | Target | What it produces |
|---|---|---|---|---|
| 1 | Instruction in | done | 1 day | Client, parties, source of instruction, conflict check started |
| 2 | Facts and term sheet | done | 2 days | Price, deposit, target dates, special conditions, fixtures, arrears |
| 3 | Search and title report | done | 3-5 days | Land search, bankruptcy search, issue list for the draft |
| 4 | Precedent and clause selection | done | 1 day | Firm's precedent bank plus clause library, version cited |
| 5 | First draft | done | 3-5 days | v0.1 assembled with schedules filled |
| 6 | Internal review and partner approval | done | 2-4 days | v0.2 after peer comments, v1.0 approved for issue |
| 7 | Issue to the other side | in progress | 1 day after approval | Covering letter, version logged, other side's clock starts |
| 8 | Counterparty mark-up received | in progress | day 9 of 14 | Clause-by-clause comparison generated |
| 9 | Vetting against the playbook | in progress | 3 days from receipt | Every deviation categorised: accept, refuse, negotiate |
| 10 | Negotiation rounds | not reached | n rounds | Redraft with a change summary for each round |
| 11 | Client instruction and approval | not reached | 3-10 days | Advice log; client authority for the final terms |
| 12 | Engrossment and version freeze | not reached | - | Execution version, hashed, copies scheduled |
| 13 | Execution | not reached | session or HIMS | Wet ink, HIMS e-SPA, or permitted e-signature |
| 14 | Post-execution | not reached | 30 days to stamp | e-Duti Setem, distribution, registration, file closure |
A stage cannot be skipped silently. Where a stage does not apply — a developer sale has no counterparty negotiation, because the form is fixed by statute — the system records why it was skipped.
3 Version trail on one file
| Version | Date | What changed | State | By | Seal |
|---|---|---|---|---|---|
| v0.1 | 12 Aug 2026 | Drafted from precedent PP-SPA-SUB-BUY v4 | Internal first draft | A. Rahman | a41c… |
| v0.2 | 14 Aug 2026 | Peer review: loan rejection clause added, fixtures schedule expanded | Internal | S. Leong | 7e02… |
| v1.0 | 15 Aug 2026 | Approved for issue to the seller's solicitors | Issued | A. Rahman | b8d5… |
| v1.1 | 09 Sep 2026 | Counterparty mark-up: completion 3+1 to 3+2 months, interest 8% to 10%, vacant possession penalty deleted | Received | — | 3f19… |
| v1.2 | 11 Sep 2026 | Our response: interest capped at 8%, per-day penalty restored at RM100, extension refused unless financing delayed | Issued | A. Rahman | c6b7… |
| EV-1 | 16 Sep 2026 | Execution version frozen for signing, 4 copies, fixtures schedule final | Frozen | A. Rahman | 9ad4… |
The execution version is sealed before anyone signs. If a signature is ever questioned, the firm can produce the exact text that was signed, who approved it, and what it looked like before and after — which is the whole of a negligence defence in one screen.
4 Negotiation log, clause by clause
| Clause | Our position | Fallback we allow | Other side | Outcome | Approved by |
|---|---|---|---|---|---|
| Completion period | 3 months plus 1 month extension | 3+1 only; no second extension | 3+2 months | Refused the second month; extension stays 1 month with interest | A. Rahman 11 Sep |
| Late payment interest | 8% per annum on the balance, daily | 8% maximum | 10% per annum | Settled at 8%; interest not payable where delay is the seller's | A. Rahman 11 Sep |
| Vacant possession penalty | RM100 per day after the completion date | RM50 per day | Deleted entirely | Restored at RM100 per day; seller accepted after explanation | A. Rahman 11 Sep |
| Loan rejection clause | Agreement voidable, deposit refunded less administration cost, 60 days to obtain approval | Refund less RM1,500 | No such clause | **Kept.** Client refused the seller's position | Client, on advice 09 Sep |
| Fixtures and fittings | Itemised schedule annexed | Itemised schedule | “As is” with no schedule | Schedule annexed; air conditioners and water heaters listed | S. Leong 10 Sep |
| Quit rent and assessment arrears | Seller settles to the completion date | Apportioned | Buyer takes over all arrears | Seller settles; receipts to be produced before completion | S. Leong 11 Sep |
Anything beyond the fallback column cannot be accepted by a junior. The system routes it to the partner — and if the client overrides the advice, the advice and the override are both recorded.
5 Whose move is it
| Outstanding item | Holding the file | Days | Next action |
|---|---|---|---|
| Draft of v1.2 in the other side's hands | Seller's solicitors (M/s Tan & Co) | 9 days | Reminder at 7 days sent 15 Sep |
| Client instruction on the sellers' second extension request | Client (Nurul Ain) | 2 days | Portal note sent, phone call logged 16 Sep |
| Bank facility agreement to be returned signed | CIMB panel solicitors | 5 days | Chase on 18 Sep |
| Stamping money to be placed with us | Client | 12 days | Due before 22 Sep stamping |
Chasers are generated by the system, not remembered by a clerk: reminder at 7 days, second reminder at 14, escalation to the partner at 21.
6 What the client was told, and what the client decided
| Date | Question | Advice given | Client decision | Channel |
|---|---|---|---|---|
| 09 Sep 2026 | Seller wants a 2-month extension instead of 1 | Explained the interest exposure for the client, and that the extension protects the seller, not us | Client instructed us to refuse the extension | Portal note plus phone call |
| 09 Sep 2026 | Seller deleted the vacant possession penalty | Explained why the penalty matters where the seller still occupies the house | Client asked us to restore it — done | Portal note |
| 10 Sep 2026 | Seller proposes to keep the air conditioners | Advised that fixtures should be itemised on a schedule to avoid a dispute at handover | Client instructed: schedule required | Email on file |
This log is the difference between “the client never agreed to that” and a dated record of the explanation and the instruction. Where a client declines the firm's advice, that too is written down.
7 Clause playbook — subsale sale and purchase, acting for the buyer
| Clause | Our position | Fallback | Tripwire that must be escalated |
|---|---|---|---|
| Deposit | 10%: 2-3% on booking, balance to 10% on SPA | Staged payment across two dates | Paid to the seller directly before the SPA is signed |
| Completion | 3 months plus 1 month | 3 months where financing is already approved | Repeated extensions with no interest |
| Late payment interest | 8% per annum, daily on the balance | 8% per annum | No cap, or interest on the full price |
| Loan rejection | Voidable with deposit refunded less administration cost | Refund less RM1,500 within 21 days | No loan rejection clause at all |
| Vacant possession | On completion, free of occupiers and tenants | 7 days later with a daily penalty | Undisclosed tenancy |
| Vacant possession penalty | RM100-200 per day | RM50 per day | No penalty |
| Arrears of quit rent and assessment | Seller clears to the completion date | Apportioned | Buyer takes over the arrears |
| Fixtures and fittings | Itemised schedule annexed | Short schedule | “As is” with nothing listed |
| Seller default | Deposit returned with interest and costs | Deposit returned | 10% forfeited even where the seller defaults |
Each firm edits its own playbook. That is what turns a junior's draft into something that reflects the firm's standards — and what makes the product worth a subscription to a firm that has three lawyers and one partner.
8 Execution pack and post-execution
Execution pack — CV-2026-0142
- ✓Execution version EV-1 sealed, seal 9ad4…
- ✓4 copies scheduled; 2 for the parties, 1 for the bank, 1 for the file
- ✓Signatories confirmed: buyer, seller, 2 witnesses (independent of the firm)
- ✓Fixtures schedule final and initialled by both sides
- 5Attendance sheet and original custody log to be completed at the session
After signing
- 1Stamp within 30 days through e-Duti Setem in MyTax; certificate filed against the matter
- 2Stamped copies distributed to the parties, the bank and the file
- 3Present for registration where the matter runs to the land office
- 4Close the file only when the certificate and the client's copies are recorded
- 5Retention scheduled, then disposal under the firm's policy
9 Two 2026 rules the pipeline must obey
Developer sales: e-SPA is now mandatory
For new residential property under the Housing Development Act, execution runs through KPKT's Housing Integrated Management System. The buyer completes identity verification in the iDsaya application, signs digitally under the Digital Signature Act 1997, and the lawyer acts as a digital witness. Stamping follows through LHDN.
So the pipeline diverts: no counterparty negotiation (the form is fixed), but a new checklist — HIMS draft generated, each buyer verified, digital witnessing, certificate captured.
Tenancy: stamp duty on the full annual rent
| Tenancy | Working | Duty |
|---|---|---|
| RM1,500 per month, 1 year | 18,000 ÷ 250 = 72 units × RM1 | RM72 |
| RM2,000 per month, 2 years | 24,000 ÷ 250 = 96 units × RM3 | RM288 |
| RM3,000 per month, 2 years, commercial | 36,000 ÷ 250 = 144 units × RM3 | RM432 |
Rates are RM1, RM3, RM5 and RM7 for each RM250 of annual rent by term. The old RM2,400 deduction was removed by the Finance Act 2024 and must not appear in the engine — plenty of guides online still show it.
Zentra Law prototype · Zentra Property Group · English (US) UI · sample data only
Drafting and vetting pipeline. Compliance notes are design intent and remain subject to legal review with the subscribing firm's counsel.