What Is a Memorandum of Sale and What Does It Mean for Your Purchase

What it is

A memorandum of sale (sometimes called a sales memorandum or sale advice) is the document an estate agent prepares when an offer is accepted on a property. It is a formal record of the agreed sale terms, sent to:

• The buyer
• The seller
• The buyer's conveyancer
• The seller's conveyancer
• The buyer's mortgage lender (sometimes)

In England and Wales the memorandum is not a legally binding document. It does not commit either party to the sale. The legally binding moment comes much later, at exchange of contracts. The memorandum is purely an administrative record of what has been agreed and a starting point for the conveyancing process.

What it contains

A typical memorandum of sale includes:

1. Buyer details: name, address, contact details, conveyancer

2. Seller details: name, address, contact details, conveyancer

3. Property details: address, tenure (freehold or leasehold), property type, asking price

4. Agreed sale price

5. Any items included in the sale (carpets, curtains, white goods, garden equipment)

6. Buyer's position: cash buyer, mortgage applicant, in a chain

7. Estimated completion date (target only, not binding)

8. Mortgage details: lender, broker, deposit, loan amount

9. Source of funds confirmation (often required by the agent for AML compliance)

10. Estate agent fees and any sale-related costs

The memorandum kicks off the conveyancing process. As soon as both conveyancers receive it, they can start their respective tasks.

What it does and does not commit you to

The memorandum does NOT commit either party to anything legally. Either side can walk away at any point up to exchange of contracts without legal liability (although they may have lost money spent on surveys, searches, or legal fees).

The memorandum does:

• Take the property off the market (in most cases) until either side withdraws
• Set expectations for the sale price and inclusions
• Trigger the start of the conveyancing process
• Lock in the agreed buyer (other interested parties cannot easily proceed)

The memorandum does NOT prevent gazumping (a higher offer being accepted by the seller) until exchange of contracts. This is a feature of the English and Welsh system that some find frustrating but is the legal reality.

What to do when you receive a memorandum

As the buyer:

1. Check it carefully. Make sure the price, inclusions, and other details match what you agreed.

2. Send it to your conveyancer. They cannot start work without it.

3. Apply for your mortgage if you have not already. The lender will want to see the memorandum to start a formal application.

4. Book a building survey for week 2 of the process if possible.

5. Tell the agent immediately if anything is wrong so they can issue a corrected version.

How long until you exchange

From memorandum to exchange typically takes 12 to 16 weeks for a freehold purchase with mortgage in a moderate chain. See the conveyancing timeline guide for the detailed breakdown.

What if the deal falls through

Around 30% of agreed sales in England and Wales fall through before exchange. Common reasons:

• Buyer's mortgage application is declined
• Survey reveals significant defects
• Search results bring up issues
• Buyer changes their mind
• Seller accepts a higher offer (gazumping)
• Chain breaks
• Personal circumstances change for either side

If the sale falls through, you cannot recover money already spent on surveys, searches, mortgage application fees, or legal fees. This is one of the reasons the UK system is being reformed: pre-contract spend is sunk if the deal collapses, and there are growing calls for a binding agreement at the start of the process.

Reduce the chance of fall-through

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Related guides

• What to check when buying a house
• How long does conveyancing take
• What happens on completion day
• What is exchange of contracts