What is a Memorandum of Sale?

The memorandum of sale is a document that details the 'sale agreed' part of a property purchase. It summarises the intent of the buyer, as well as the seller's terms of sale.

As mentioned above, the document is not legally binding—it’s merely written confirmation that a price has been agreed between both the buyer and seller.

But don't fall into the trap of thinking this sales memo is insignificant.

As soon as the memorandum of sale is issued, the estate agent gets things moving.

They'll remove the house from the market, change its status to Sold SSTC and will begin looking into the sale in finer detail, contacting solicitors and scheduling surveys. All pretty big steps for the buyer, which means for a seller that they're less likely to get gazumped.

“Even after a memo of sale has been issued, your sale can still fall through, so it’s important to maintain communication as much as possible. Don’t let the momentum slip if you are in touch with your estate agent and especially if you can be in touch with other people in your chain. Bad communication is one of the common reasons behind property chain collapses.”

Raphael Kaye, Property Consultant Manager at The Property Buying Company

So, what does ‘Sale Agreed’ mean?

Sale agreed describes the status of the sale once a memorandum of sale has been issued. Sale agreed is much like it sounds: a deal for a sale of a property has been agreed between a purchaser and a vendor. A memo of sale will then transfer this agreement to paper.

What details are on a memorandum of sale?

A memorandum of sale provides a comprehensive overview of a property sale using the following details:

The address of the property being sold and the agreed purchase price.
The contact details of the vendor and a contact address if the property being sold is not their main place of residence.
Full contact details of both the buyer and seller's solicitor. This isn't something you need to worry about if you choose to sell to us because we’ll pay all your legal fees.
Expected dates for exchange and completion.
Proof that ownership of the property has been checked with HM Land Registry. This can include an HM Land Registry number.
Specifics on the property, including its tenure and the length of time left on the lease (if applicable).
Any special conditions agreed as part of the sale. For instance, a sale at X price on the basis that the roof is replaced or certain fixtures and fittings remain.
For auction sales, additional details may need to be provided.

Memorandum of sale template

To give you a better idea of what a typical memorandum of sale looks like, here's a template of the form we use*:

*The keen-eyed among you will have noticed that there's no space in our template for the buyer's details. That's because with a name like The Property Buying Company, we thought that this would be pretty obvious, so to simplify the form, we've removed this part.

What if your estate agent isn’t sending a memorandum of sale?

If your agent is slow in issuing a memorandum of sale for the property you're looking to buy, it may not be a good sign of things to come.

Typically, an agent will try to issue a memo of sale on the day the price is agreed to get the sale moving.

Remember, the faster the sale, the quicker the agent gets their commission, so be suspicious of any agent who is particularly slow to do this. However, before you pick up the phone and politely tell them to get a move on, consider these few points. Your agent might not have issued this property memorandum because:

The seller hasn't yet decided on a solicitor or hasn’t shared these details with the agent.
The agents involved in progressing the sale are slow and disorganised.
The seller is waiting on more viewings before accepting your offer.

A good solicitor will cover many of the important elements of necessary communication between parties once a sale has been agreed, as JMW outlines on its website here:

“A solicitor’s role includes preparing and reviewing draft contracts, verifying property deeds, and managing communications with your buyer’s solicitor, mortgage lender and estate agent. We carefully handle negotiations on your behalf, addressing any queries efficiently to ensure the transaction progresses without unnecessary delays or complications within the property chain.”

Without someone pushing important documents through by way of great communication, a property chain is at risk of collapsing.

NOTE: House sale companies like us take viewings out of the equation and arrange all your legal fees for you, which enables the memo of sale to be issued quickly. In the past, we have completed purchases in as little as 24 hours.

What happens to a sales memo if you sell your house quickly?

When speed is of the essence and you're not selling through the open market, the memo of sale is used in a slightly different way. We've summed up the main differences below:

Selling to house sale companies

Cash property sales are all about saving time. Unlike with an open market sale, where the solicitor has weeks or even months to push the sale through, they're put on fast forward with a cash buyer, so providing them with a comprehensive memo of sale is essential.

The more information they have up front, the easier it makes their searches and raising any enquiries.

It's because of timesaving moves like this that anyone who sells to a cash property buyer will be given an accurate exchange and completion date as soon as the memo is signed.

“Even after a memo of sale has been issued, your sale can still fall through, so it’s important to maintain communication as much as possible. Don’t let the momentum slip if you are in touch with your estate agent and especially if you can be in touch with other people in your chain. Bad communication is one of the common reasons behind property chain collapses.”

Jessica Buckley, Sales Manager at The Property Buying Company

Selling at auction

If you're selling through an auction, the whole memo of sale scenario changes once more. Buyer and seller exchange contracts as soon as the hammer drops, which means the memorandum of sale must be filled out immediately after the sale.

An auction house will also insist that buyers pay a percentage upfront (somewhere between 10 and 25%). The seller will also be required to foot the auction fees (usually around 2% + VAT). From here, the memo will make its way to the relevant solicitors, who will begin processing the sale.

What comes after a memorandum of sale?

Once the memorandum of sale is signed, a buyer may schedule an independent survey to check that their offer is reasonable.

If the survey uncovers any issues that the buyer wasn't aware of, the buyer is perfectly within their rights to terminate this sales memo or change their stance in the agreement.

This could be by demanding a lower price or bargaining for fixtures and fittings.

Stage 1 - Check the buyer is eligible

Before conveyancing actually starts, it's worth checking that your buyer is still eligible and can afford the price stated on the memorandum of sale.

A lot can change after being 'qualified' by the agent, so it's best to double-check before making any financial commitments. Provided your buyer qualifies, you can continue to the next stage.

Stage 2 - Details and information

Now your solicitors are talking to one another (or should be), ID checks and other basic information will be first on the agenda. Your solicitor will require:

Two forms of ID: This is usually something photographic, such as a driving licence or passport, plus another written ID, so a bank statement or utility bill.
Proof of funds: This could be a copy of your mortgage in principle (MIP) or a recent bank statement clearly showing your available balance.
Any warranties or guarantees you have for the property, whether for the roof, double glazing or some pointing work.
A Fixtures & Fittings Form (AKA the TA10)
The Property Information Form (AKA the TA6)
The Leasehold Information Form (AKA the TA7), if the property you're selling is leasehold.

Stage 3 - Raise enquiries

Now that you and your buyer have both been qualified for the purchase, it's time for your solicitor to examine the draft contract and raise any enquiries they feel necessary with the seller's solicitor.

However, don't rely on your solicitor to check the length of the lease—you need to do that yourself.

Leases with fewer than 80 years left on them can make a property unmortgageable and cost a fair bit to renew (anywhere from £500 to over £15,000, in fact).

Stage 4 - Searches

Searches are arguably one of the most crucial parts of selling a property, as they're a bunch of checks that not even a survey can flag up.

Searches come in two types, mandatory and optional:

Mandatory searches

Searches for the title register and title plan: Two documents that are both required for the sale of a house and act as proof of ownership. The majority are stored with the Land Registry online.
Local authority searches: These tell you a lot about plans for the local area as well as potential hazards. HS2 would be a common one to look out for in certain areas of the country.
Water authority searches: A deeper look into how you get your water and the sewage system for your area.
Environmental searches: Sourced either from Landmark or Groundsure, this report highlights issues to do with landfill sites, precautions for flooding, contaminated land, radon gas and so on.

Optional searches

These are extra searches that you may wish to look into depending on your property's type, location or intended use.

Mining searches in Ripon, Cornwall, Pontefract and any other place that was heavily mined
Further questions on public footpaths, communal land or noise pollution, as posed to the local council.

Stage 5 - Validating your mortgage

If you're using a cash house buying company like us, you can skip this step. If not, read on...

Now that the property has been qualified by the solicitor, your mortgage is next on the list.

Here, your solicitor will receive a copy of the mortgage offer and look through the conditions. For certain types of properties, you may require a certain type of mortgage, for instance some share of freehold flats and buy-to-lets.

At this point, the solicitor will also confirm your deposit.

Stage 6 - Surveys

You'll also need to get a mortgage valuation, which should be done by a RICS surveyor or a member of the Royal Institute of Chartered Surveyors.

Lenders need to survey a property themselves to ensure their loan is secure, so the surveyor has a lot riding on their shoulders.

TIP: If you want this to be as accurate a result as possible, don't tell them your sale price.

Usually, the mortgages survey will cost anywhere between £150 and £800. The price varies depending on the size of your home, where it's located and its value, but some lenders will throw in your mortgage survey for free as a way to entice you to choose them. If your lender hasn't included yours for free, try haggling with them and see where you get.

Stage 7 - Contracts are signed and exchanged

Once both parties and their solicitors are happy with the sale, the draft contracts are waived and the real ones are signed. Your solicitor will do this on your behalf. Once contracts on both sides have been signed, they're exchanged by the solicitors and the sale becomes legally binding.

However, as quick as exchange of contracts sounds, it does take time—usually between 8-12 weeks, unless you sell to a cash property buyer like us. We can exchange contracts on a sale in just a matter of days.

What can cause a sale to fall through?

One of the reasons a memorandum of sale can fall through is time. The longer a sale takes, the higher the chance that either buyer or seller becomes 'unsettled' and tries to renegotiate or worse, back out.

What do we mean by 'unsettled'? Here’s a handful of ways how unsettled buyers can cause your memo of sale to fall through:

A buyer pulls out before exchange because another house has caught their attention after a recent price reduction.
A change of circumstances means a buyer no longer wants to move or is forced to pull out.
A black mark on a survey puts a buyer off completely or causes them to gazunder you, the seller.

House sales can notoriously take a long time to complete, so there’s plenty of time for things to go wrong. In London, for instance, the overall time to sell over the last 90 days at the time of writing was 72 days, according to Home.co.uk data—two months is more than enough time for people to develop changes of heart or find other properties in competitive markets.

How to avoid your sale falling through

Knowing what makes a memorandum of sale fall through is one thing, but knowing how to stop it from occurring is another. After all, knowledge is power.

Not only can it save you a bunch of time, money and effort in the process, but it'll also ensure that selling your house isn't so much a chore, more of a breeze, so long as you play your cards right.

With this in mind, we've drawn from our 50+ years of industry knowledge some of the most vital tips for preventing your memo of sale from falling through.

Strong communication means a strong memo of sale

Your estate agent will have told you this when they first pitched to you, but we'll reiterate it just in case.

Communication is the driving force of a property sale. From solicitors and surveyors to buyers and sellers, strong communication keeps all parties connected and ensures transparency from sales memo to completion—all of which builds trust and keeps the chain strong, reducing the likelihood of a buyer pulling out before exchange.

Trust won't build itself, so it's worth putting some time aside to get to know the other parties in your chain if you can.

Build a personal connection with them and they'll be far less likely to let you down as your sale progresses. Maybe have a group phone call or, if your chain's not very big, meet up for a coffee.

Save your memorandum of sale through your agent

In the event that your buyer pulls out before exchange, you can try to repair your chain through your agent, but whether this can be done all depends on the interest in your house.

If your original buyer was part of a mass bidding war for your property and it sold for above the agent's valuation in a matter of days, then yes, chances are your agent will be able to find you another buyer.

However, if viewings weren't exactly on the up, you may not be so lucky.

It's also worth bearing in mind if any changes in the market could affect the viability of this route.

For instance, if the market was booming when you sold, but has slumped in the months since your sale, then your agent may not be able to find you a replacement buyer.

In this instance, not even a strong position (no dependent sale) or stand-out property can save you—if you have no interest, you can't use it to your advantage.

Even if they were to find you a buyer that, at first glance, appears to tick all the boxes, how can you be sure that they won't do the same a few months down the line?

Repair your chain another way…the fastest way we know

In a situation where your sale has fallen through, there's only so much you can do. As we've said earlier, the longer the sale, the more likely it is to fall through, so speed really is of the essence, especially when you've only got so long to find your new buyer.

Thankfully, you needn't struggle. In fact, your buyer may be closer than you think.

As a leading cash buyer of property across England and Wales, we'll buy your home in as little as seven days, no matter its condition or location. We won’t back out, we’re not part of a chain and we'll also cover all your legal costs.

In some cases, we've even helped negotiate the price of your onward purchase on your behalf—our team has over 50 years' experience in the industry, so we know a good property when we see one.

Frequently asked questions

Is a memorandum of sale confidential?

Yes, because the memorandum of sale is signed by your solicitor, you're unlikely to see a copy. Think of the sales memo as the first part of in-house communication between your agent or house sale company and your solicitor.

You're more likely to come across a property memorandum if you're selling your house privately and are dealing with the solicitor directly, such as selling your house to a friend or relative.

Can a buyer pull out after a memorandum of sale?

Yes, a memorandum of sale is not a legally binding document, so a buyer can still pull out after one has been issued. This is one of the great frustrations that sellers can encounter when selling on the open market. Selling to a cash buyer instead removes this risk.

Edit Log

27/10/2025 - Content rewritten by Raphael Kaye

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