What is a Memorandum of Sale?
The Memorandum of Sale (sometimes known as a Notification of Sale) is a highly anticipated document for both buyers and sellers. It marks the milestone when a seller officially accepts a buyer's offer, and it is the point when all interested parties formally exchange their contact details.
This article examines everything you need to know about this critical early step in the conveyancing process.
- Not legally binding: A Memorandum of Sale is simply a written record of an agreed offer. Either party can still pull out without penalty.
- Who issues it: It is usually drafted and circulated by the estate agent once an offer is accepted.
- What it contains: It lists the agreed price, names, and contact details of the buyer, seller, and both of their conveyancing solicitors.
What happens before a Memorandum of Sale is drawn up?
As a buyer, you will have visited properties and put in offers to buy one of them. When you put in an offer, it is highly advisable to explicitly state that your offer is 'subject to contract' and 'subject to survey' to protect yourself.
When a seller accepts your offer—congratulations! They immediately inform their estate agent, who then begins drawing up the Memorandum of Sale.
Who draws up the Memorandum of Sale when there is no estate agent?
In situations such as a private property sale where there is no estate agent involved, the seller (or the seller's solicitor) draws up and distributes the Memorandum of Sale.
When is a Memorandum of Sale issued?
The Memorandum of Sale is drafted by the estate agent once the seller has formally told them that they have accepted an offer.
To do this, the estate agent needs the details of the conveyancers handling the transaction. The seller will usually have already provided the estate agent with the name and contact details of their chosen solicitor. It simply remains for you as a buyer to instruct your solicitor and then provide those details to the estate agent. If you are buying with a mortgage, you should also provide your mortgage broker's details.
Expert Tip: Do you have to use the Estate Agent's recommended solicitor?
No, you absolutely do not. An estate agent should never pressure you to use their recommended solicitors on the back of a Memorandum of Sale.
There is a potential conflict of interest, and the estate agent invariably receives a lucrative referral fee (kickback) from their solicitor, which you are ultimately paying for in higher legal fees. You have the legal right to choose your own independent conveyancer. Read more: Forced into Using an Estate Agent's Solicitors?
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Buyer Warning: Coercion is a Breach of the Code
According to The Property Ombudsman (TPO) Code of Practice, it is strictly forbidden for an estate agent to discriminate against you for declining their in-house legal services. Discrimination includes:
- Refusing to put your offer to the seller.
- Telling the seller about your offer less quickly than other offers.
- Delaying the issuance of the Memorandum of Sale.
If an agent attempts to stall your Memorandum of Sale because you are using your own independent solicitor, you should remind them of their obligations under the TPO Code and report them if they persist.
What details are on a Memorandum of Sale and to whom is it circulated?
A standard Memorandum of Sale typically contains the following details:
- The agreed purchase price of the property.
- Name, address, telephone number, and email address of the seller.
- Contact details for the seller's conveyancing solicitor.
- Your name, address, telephone number, and email address.
- Details of how the purchase is funded (e.g., cash buyer or buying with a mortgage).
- Contact details for your mortgage advisor/broker (if applicable).
- Contact details for your conveyancing solicitor.
- Property Tenure (Freehold, Leasehold, Share of Freehold, or Commonhold).
- Details of any property chain involved.
- Details of any special conditions or other remarks.
Expert Tip: Declaring Financial Conflicts of Interest
Under Rule 2f of the TPO Code of Practice, if a buyer chooses to use the estate agent's recommended mortgage broker or conveyancer, the estate agent is strictly required to declare this financial relationship to the seller. This declaration must be made in writing as soon as possible, and is frequently recorded directly within the Memorandum of Sale to ensure complete transparency regarding referral fees.
CEO of SAM Conveyancing
The estate agent circulates the Memorandum of Sale to all the parties named on the document to ensure everyone has a complete contact list for the transaction.
What does a Memorandum of Sale look like?
Click here to view and download our Memorandum of Sale example template (PDF) to see exactly what the document looks like.
How long does it take to get a Memorandum of Sale?
This will entirely depend on how proactive the estate agent is.
Typically, it is prepared and circulated within a few days of a sale being agreed. However, it can take longer if one of the parties delays providing their information (such as taking a week to decide which conveyancing solicitor to appoint). You may also need to allow extra time if the agent relies on the postal service, as not all estate agents send them via email.
What happens after a Memorandum of Sale is distributed?
Once the document has gone out, the conveyancing process officially begins. All parties now know the identities and contact details of the others for as and when they need to communicate.
Did You Know: The Estate Agent's Job Isn't Over
Once the Memorandum of Sale is distributed, the estate agent cannot just step back and wait for completion. Under Rule 10c of the TPO Code of Practice, they are required to take reasonable steps to continuously monitor the buyer's progress in securing their mortgage funds and to report this progress regularly to the seller until the exchange of contracts.
The Buyer's Next Steps:
As a buyer, you will have to provide your ID and your proof of funds to your solicitor. You must also instruct your solicitor to order your property searches, and it is highly recommended that you book an independent house survey to check the structural condition of the building.
The Solicitor's Legal Work:
Your solicitor will receive the draft contract and formal property forms (such as the TA6 Property Information Form and TA10 Fittings & Contents Form) from the seller's solicitor. Your solicitor will review these documents, alongside your search results and mortgage offer, and raise legal enquiries about any matters that need clarifying.
Once all enquiries have been answered to their satisfaction, your solicitor will send you a final 'Report on Title' to sign. At this point, you are ready for the next big stage: the exchange of contracts.
Is the Memorandum of Sale a legally binding document?
No, the Memorandum of Sale is not a legally binding document.
It simply marks the point when your seller has officially accepted your offer and provides the green light for the solicitors to begin their legal work. The transaction only becomes legally binding when the solicitors formally exchange contracts (usually weeks or months later). Up until the exchange of contracts, either you or the seller can withdraw from the transaction without legal penalty.
What are Memorandum of Sale Special Conditions?
Special conditions are remarks that deviate from the standard conditions of sale. This section of the Memorandum of Sale might include details on specific planning restrictions, agreed rights in relation to the land, or strict deadlines (for example, if the seller has stipulated that the buyer must exchange contracts within 28 days).
The Legal Framework: What laws govern the Memorandum of Sale?
While there is no specific legislation called the Memorandum of Sale Act, the document is strictly governed by a framework of property law and consumer protection regulations. Estate agents are legally obligated to ensure the information contained within the Memorandum of Sale is accurate, fair, and transparent.
If an estate agent produces an inaccurate or misleading Memorandum of Sale, they can be held accountable under the following:
1. The Estate Agents Act 1979
This is the primary piece of legislation governing estate agents. It requires agents to act honestly, fairly, and with reasonable skill and care. If an agent deliberately withholds information or provides false details on a Memorandum of Sale (such as misrepresenting the property tenure), they are in breach of this Act and can face disciplinary action, including being banned from practising.
2. Consumer Protection from Unfair Trading Regulations 2008
These regulations prohibit misleading actions and "misleading omissions." If an estate agent knowingly leaves out a material fact from the Memorandum of Sale—for example, if they fail to mention a known boundary dispute or a planned development—this could be classed as a misleading omission, which is a criminal offence under these regulations.
3. The Misrepresentation Act 1967
This is a critical piece of law for property sales. If an estate agent includes a detail on the Memorandum of Sale that turns out to be false (for example, stating a property is Freehold when it is actually Leasehold), the buyer may be entitled to claim damages for misrepresentation. The agent cannot hide behind the excuse that they were "just following the seller's instructions", they have a duty to verify the information they present.
4. The Property Ombudsman (TPO) Code of Practice
As discussed, the TPO Code is the industry standard. It mandates that agents must provide a written record (the Memorandum of Sale) to all parties. Crucially, the Code states that any special conditions or material information regarding the property must be clearly highlighted. A failure to do so is a breach of the Code, which can lead to sanctions, fines, and a formal investigation by the Ombudsman.
Need a solicitor for your Memorandum of Sale?
Buying a property is an exciting time, but you need a fast, proactive solicitor to ensure the transaction doesn't stall. We are known for working with friendly, approachable solicitors who ensure you finalise your purchase as smoothly as possible from the moment they are named on your Memorandum of Sale.
Andrew Boast FMAAT is a qualified accountant, conveyancing specialist and author with over 25 years of experience in the UK property sector. Since beginning his career in 2000 within established SRA and CLC-regulated conveyancing solicitor firms, Andrew has overseen the legal journeys of more than 75,000 clients.
He is the self-published author of the first-time buyer guide: How to Buy a House Without Killing Anyone, and a frequent contributor to mainstream UK media on legislative updates, property law, first-time buyer guides, conveyancing best practices, and stamp duty changes. Andrew specialises in resolving complex title issues, property conflict disputes, and property tax options, streamlining the enquiry process to reduce transaction times and maintaining a client-friendly focus.
Amanda Ambler is a highly accomplished conveyancing specialist with over 15 years of dedicated experience across residential property law, legal compliance, and practice management. Having held senior roles, including Head of Legal Practice and Head of Conveyancing at established UK law firms, Amanda possesses a profound, hands-on understanding of the technical intricacies of the property market.
As the designated Legal Content Reviewer for SAM Conveyancing, Amanda ensures that every guide, legal update, and resource published meets the absolute highest standards of accuracy, regulatory compliance, and factual integrity. Her rigorous review process guarantees that complex property legislation and industry processes are communicated clearly, transparently, and safely for home buyers and sellers alike.
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