Contract Variations After Property Exchange

It’s 3 pm on a Friday when Sarah gets the call. She’s in her South Melbourne flat, still buzzing after signing for an Edwardian in Fitzroy North, when the building report lands with a thud. Subfloor movement. Drainage issues. A repair bill that isn’t small.

Her first question is the one we hear all the time in Melbourne: ‘Can I change the deal now that we’ve exchanged?’

If you’ve just signed, it can feel like the ink is still wet. Then something shifts. Your lender wants an extra document. The vendor asks for an extra week to move out. You realise the dishwasher you assumed was staying is not listed. You want to buy in your trust instead of your own name. You need a price adjustment because an inspection found real problems.

Some changes are possible after exchange. Some are not. And even when a change is agreed, the paperwork needs to be done properly, or you can end up in a messy dispute right when you want life to be simple.

A quick reality check: what ‘exchange’ means in Victoria

In Victoria, people often say ‘exchange’ to mean the point the contract becomes binding, when both parties have signed and each side has a fully signed copy. At that point, you’re not in the negotiation phase any more. You’re in the ‘how do we get to settlement without drama’ phase.

That’s why contract variations after exchange can feel so stressful. You’re no longer asking, ‘What do I want?’ You’re asking, ‘What will the other side agree to, and can we document it in a way that stands up later?’

If you’re buying at auction, you’ll know this feeling already. There’s no gentle pause after the hammer falls. The deal is done, and any change after that depends on the vendor saying yes.

So, can you vary a contract after exchange?

Yes, you can, when both sides agree and the change is properly recorded.

The key ideas are simple:

A variation is not something you can force on the other party
Verbal promises are a common source of trouble
The more the change affects money, ownership, or timing, the more careful you need to be

If the vendor won’t agree, your options depend on what’s already in the contract. Sometimes you’ve got a condition that lets you end the contract (for example, a building inspection clause in a private sale, if it’s drafted in a way that truly protects you). Sometimes you don’t.

A lot of buyers confuse this with the cooling-off period. Cooling off, when it applies, is a limited right to step away shortly after signing in certain private sales. A post exchange variation is different. It’s a renegotiation of an existing, binding contract, and it only happens if both parties agree.

What people actually mean by ‘changing the contract’

Most post exchange changes fall into a few familiar buckets. You’ll see them across Melbourne every week, from a one bedder near the CBD to a family home in Glen Waverley.

1) Adjusting the price

Usually tied to a building report, pest report, or a genuine defect that wasn’t clear at inspection. This can be as small as a few thousand dollars, or large enough to make you pause and rethink the whole purchase.

2) Extending or moving the settlement date

Bank delays, travel, construction timing, a vendor who needs time to secure their next place. It happens a lot, and it’s one of the most common variations we handle.

3) Tweaking inclusions and exclusions

Chattels (like a fridge), fixtures, garden equipment, even a wall mounted television bracket. These issues often pop up when someone re reads the contract in the calm light of day.

4) Changing the purchaser details

A buyer signs in their own name, then wants to buy in a company, a trust, or with a partner added. Sometimes it’s workable. Sometimes it creates stamp duty and lender issues.

5) Adjusting contract conditions

In a private sale, conditions might include finance, building inspection, or another tailored clause. The baseline rules are often set out in the standard contract terms, then modified by what’s added for your deal.

What can change easily, and what tends to get stuck

In practice, changes that feel ‘administrative’ often move more smoothly than changes that shift risk or money.

Changes that are often workable

A short settlement extension, agreed early enough for banks and brokers to adjust
A small amendment to a list of inclusions
Correcting an obvious typo (wrong middle initial, wrong lot number noted in a schedule)
Updating a notice address or email address for service

Changes that often take more care

Price changes, especially if you’ve already arranged finance or the lender valuation is based on the original price
Any switch in purchaser entity (individual to trust, adding a company, changing shares between buyers)
Bringing settlement forward (it sounds simple, until you remember everyone needs to be ready at the same time)
Changes close to settlement, when everyone is tired and time is short

Changes that usually depend on leverage

If you want a substantial price reduction after exchange, the other side is not obliged to say yes. Your leverage might come from:

a clear contractual right (a condition that allows you to end the contract, used properly), or
a practical problem for the vendor (for example, they need your settlement funds to buy their next property), or
a shared desire to avoid a dispute that could derail settlement

If there’s no leverage, it becomes a straight negotiation. Sometimes it works. Sometimes it doesn’t.

How contract variations are made valid in Victoria

A valid variation needs to be clear, agreed, and properly recorded.

People often assume a quick email exchange is enough. Email can be evidence of what was discussed, and in some cases it may support a binding agreement, but relying on a casual email trail is asking for trouble. The safer path is a formal document that is signed by the parties and attached to the contract file.

That document might be:

a short written variation signed by both parties, or
a Deed of Variation for changes that are broader, more complex, or where the parties want deed style formality

Which one is needed depends on what is changing, who is signing, and what your lender and duty requirements look like.

When a Deed of Variation makes sense

A deed is commonly used when the change is material, or when you want the amendment to be standalone and very clearly enforceable.

You might see a deed used for:

a larger price change
multiple clause changes at once
a change to purchaser structure where extra care is needed
an extension of settlement with extra terms (for example, an agreement about early access, or an agreement to adjust penalty interest terms)

The wording matters. Sloppy drafting creates disputes later, often at the worst moment, when someone is about to move house and their removalist is already booked.

Timing: the part nobody plans for

Melbourne property moves fast. You sign, you exhale, and then you want to get on with your life. A variation interrupts that flow.

Even a straightforward change can take time because:

the other party needs to consider it and get advice
lenders may need to review and re issue instructions
someone might be travelling or hard to reach
the agent’s ‘yes, that’s fine’ is not the same as a signed variation

If you think a change is coming, raise it early. Last minute variations can be done, but they are more likely to come with stress, extra fees, and settlement risk.

The duty trap: changes that affect stamp duty

This is where people get caught out, because duty sits in the background until it doesn’t.

In Victoria, transfer duty is assessed on the transaction, and changes to price or purchaser details can affect how duty is treated. It might be simple, or it might need a careful look, depending on timing and what exactly is changing.

If you’re negotiating a variation that touches price, purchaser entity, or nomination, pause and ask about the stamp duty implications before you sign anything. A variation that looks like a tidy fix can create an unexpected duty issue, or extra reporting steps, if it’s not handled properly.

A few everyday examples we see:

Price reduction after defects are found: Depending on when duty is assessed and paid, the process may involve reassessment steps. Don’t assume it automatically reduces your duty bill, and don’t assume it never will. Timing matters.
Changing the purchaser from an individual to a trust or company: This can raise duty questions because it may be treated as a change in who is acquiring the property. It also often triggers lender work, which can be just as stressful as the duty side.
Adding or removing a buyer: This can look like a simple family decision, but it can affect both duty and finance.

The safest move is to get it checked before you sign the variation document. Once it’s done, unwinding it is rarely easy.

The part buyers forget: your lender is a party in spirit

Your bank is not signing the contract, but it has its own rules and timelines, and those rules shape what you can do without upsetting finance.

A few lender related issues that regularly slow variations:

a lender needs updated contract pages or a signed variation before it will issue final approval
a change in purchaser entity needs a new loan, not a tweak
a settlement date change requires revised instructions and new booking steps
the lender valuation relies on the original price or original contract terms

This is why we recommend speaking with your conveyancer before you agree to anything, even if it feels minor. Small contractual changes can create big admin with finance.

Which clauses are most often varied?

Most variations touch the areas that are already flexible, or already negotiated.

For example:

settlement date
deposit release arrangements (where lawful and agreed)
inclusions and exclusions
adjustments for repairs
conditions drafted for a specific deal

A lot of the flexibility sits in the special conditions. They are where parties often add terms to match real life, like a longer settlement to line up with school holidays, or an early access arrangement for measuring and planning renovations.

General conditions tend to be more standard across Victorian contracts. They still matter, and they still bite, but variations usually happen through the special conditions or a separate variation document that sits alongside the contract.

Common Melbourne scenarios, and what usually works

‘We found issues in the building report. Can we reduce the price?’

Sometimes. If you’re in a private sale and your contract has a building condition that gives you a clear right to end the contract, you may have a negotiation lever. Vendors often prefer a sensible reduction to losing the sale and starting again.

At auction, it’s harder. The contract is usually unconditional. You can still ask, yet the vendor can say no without breaching anything.

‘The bank is running late. Can we push settlement back a week?’

Often yes, if you ask early and document it properly. Where it goes wrong is when buyers wait until the final days, then discover the vendor has their own moving plans, their own purchase, or a hard deadline.

‘I signed in my own name but I want to buy in a trust.’

This is common. It can be possible, but it needs careful handling. It can affect duty, loan documents, and what must be signed. It can also affect the seller’s willingness, since the seller may worry about delay.

‘Can we change what’s included?’

Sometimes this is as simple as making sure the contract matches what everyone thought was staying. It still needs to be in writing. Nobody wants a fight over a dishwasher on settlement day.

‘The vendor says they’ll fix something before settlement.’

If it matters, get it written into the contract or a signed variation, with clear detail about what will be done and by when. Vague promises are where disputes are born.

A practical checklist before you agree to any change

Before you say yes to a variation, take a breath and check:

Do we have the other side’s agreement in writing, signed, and clear?
Will the change affect finance or lender timing?
Could it change duty treatment or reporting?
Is there enough time before settlement to do this calmly?
Does the variation create new risk, like early access or repair obligations?

If you’re feeling rushed, that’s usually the sign to slow down. Melbourne deals move fast, but contract changes are the moment to be careful.

When variations go wrong, it usually looks like this

Most problems we see fall into three patterns:

A last minute scramble
Someone asks for a change days before settlement. The bank can’t turn it around. The other side refuses. Everyone pays extra costs, and nerves go through the roof.

A change that was ‘agreed’ but never properly recorded
An agent says, ‘Don’t worry, we’ll fix that later’. Then later arrives and nobody can point to a signed document. Settlement day is the worst time to discover you’re still bound by the original wording.

A duty or structure surprise
A buyer changes purchaser details without checking duty and finance impacts. What looked like admin turns into a chain reaction.

If you need a variation, the safest next step

If you’re facing a contract change after exchange, don’t panic. It’s often workable. The trick is to:

get clear on what you want
check what leverage you have (if any)
get the document drafted properly
make sure your lender is aligned
check duty treatment before you sign

If you’d like a calm set of eyes on your contract and Section 32 before you commit to a change, contact Pearson Chambers Conveyancing for a complimentary Section 32 contract review.

Phone: 03 9969 2405
Email: contact@pearsonchambers.com.au

This is general information only and isn’t legal advice. If you need guidance for your own purchase or sale, we’re happy to talk it through and help you choose the safest path.