What a memorandum of sale is for
The memorandum of sale, sometimes called a sales memorandum or notification of sale, is the estate agent's formal written confirmation that an offer has been accepted. It does not commit anyone legally, but it sets the transaction in motion by giving both solicitors the details they need to open files and begin working.
Think of it as the starting gun for conveyancing. Until it is issued and circulated, neither solicitor can officially open a file, order searches, request the contract pack, or carry out their identity and anti-money-laundering checks. Every day the memorandum is delayed is a day the legal clock does not start. In a market where buyers and sellers are anxious to move quickly, prompt issue of the memorandum is genuinely valuable.
Most estate agents issue the memorandum within a few days of an offer being accepted, once they have confirmed the buyer's position, mortgage status and proof of funds. Some agents are faster than others. If several days pass after your offer is accepted and you have not received a copy, it is entirely reasonable to call the agent and ask when it will be issued.
The memorandum is sent to both the buyer's and the seller's solicitors, and a copy is usually provided to the buyer and seller as well. When you receive yours, check it carefully: any errors in your details, your solicitor's details or the property description can cause correspondence to go astray and slow the process down. Contact the agent immediately if anything is wrong.
What a memorandum of sale includes
A well-completed memorandum should contain all of the following:
- The agreed purchase price.
- Full names and contact details of the buyer and seller.
- The names, addresses and contact details of both parties' solicitors or conveyancers.
- The property address, including postcode.
- The tenure: freehold or leasehold.
- Whether the buyer is a cash purchaser or has a mortgage agreed in principle, and with which lender.
- Any conditions attached to the sale, such as subject to survey or subject to the sale of another property.
- An estimated timescale or target completion date, if agreed.
- Details of any property chain above or below the transaction.
- The estate agent's contact details and the sales negotiator's name.
Memorandum of sale vs the documents that actually bind the parties
It is easy to confuse the memorandum with the documents that make the sale legally committed.
| Document | Who produces it | Stage | Legally binding? |
|---|---|---|---|
| Memorandum of sale | Estate agent | Immediately after offer accepted | No |
| Draft contract | Seller's solicitor | Early conveyancing stage | No, draft only |
| Signed contract (pre-exchange) | Both solicitors | Ready to exchange | No, not until exchanged |
| Exchange of contracts | Both solicitors simultaneously | Exchange stage | Yes, both parties fully committed |
| Transfer deed (TR1) | Seller's solicitor | Pre-completion | Yes, executes the transfer |
| Completion | Both solicitors | Final stage | Yes, ownership transfers |
Nothing is legally binding in England and Wales until exchange. The memorandum is the starting document, not the binding one.
What happens after the memorandum of sale
The memorandum opens the door to conveyancing. These are the milestones that follow.
Solicitors open files
Both sides formally confirm instructions, run identity checks and anti-money-laundering verification on their clients. The seller's solicitor prepares the contract pack, including the title documents, the property information form (TA6) and fittings and contents form (TA10).
Contract pack sent to buyer's solicitor
The seller's solicitor sends the draft contract and supporting documents to the buyer's solicitor, who begins reviewing the title, checking for restrictions, covenants, rights of way and any other issues affecting ownership.
Searches and enquiries
Your solicitor orders the local authority, drainage and environmental searches and raises formal enquiries with the seller's solicitor about anything unclear in the title or contract. Search turnaround times vary from a few days to six weeks depending on the council area.
Mortgage offer and survey
You finalise your mortgage application and the lender carries out a valuation. You should also commission your own independent survey (homebuyer report or full structural survey) to assess the property's condition independently of the lender's basic check.
Exchange of contracts
Once all searches are back, enquiries resolved, your mortgage offer is in place and you are satisfied with the survey, your solicitor can exchange contracts. You pay the deposit, usually 10% of the purchase price, and a completion date is fixed. The sale is now legally binding.
Completion
Your solicitor transfers the balance of the purchase price. The seller's solicitor confirms receipt, the keys are released, and ownership legally transfers to you. Post-completion, your solicitor files your stamp duty return and registers you at HM Land Registry.
Gazumping, gazundering and the non-binding period
Because neither party is legally committed until exchange, the period between the memorandum of sale and exchange carries real risk. Gazumping occurs when a seller accepts a higher offer from another buyer after your offer has been accepted. It is legal in England and Wales, though widely considered poor practice. It is more common in fast-rising markets.
Buyers can protect themselves partially by asking the seller to take the property off the market immediately, by moving quickly through conveyancing, and by considering a lock-out or exclusivity agreement, a short-term binding commitment (usually a few weeks) for which some sellers will ask for a fee of a few hundred to a few thousand pounds. Lock-out agreements do not guarantee the sale will complete, but they do prevent the seller accepting a competing offer during the agreed period.
Gazundering, the reverse, happens when a buyer reduces their offer at the last minute before exchange, knowing the seller has little choice but to accept or risk starting over. Both practices are legal but avoidable with clear communication and a shared commitment to keeping the process moving quickly from the memorandum stage onwards.
Instruct a solicitor before you offer
The memorandum of sale needs your solicitor's name and contact details to be complete. Having a conveyancer already chosen before you make an offer means the memorandum can be circulated immediately and the legal work starts the same week your offer is accepted. It is one of the simplest ways to shave weeks off the total purchase timeline.