You've had an offer on your home, you've said yes, and everyone is keen to get moving. So what happens next? If you were selling through an estate agent, the very next thing they would do is send out a memorandum of sale. It's a short document, but it gets the legal side of the sale started, and if you're selling on your own it's easy to overlook.
This guide explains what a memorandum of sale is, what goes in it, and whether you need one as a private seller.
What is a memorandum of sale?
A memorandum of sale (sometimes called a "sales memo" or "notification of sale") is a written summary of an agreed property sale. It records the key facts of the deal so that everyone involved is working from the same information.
It usually goes to four parties at the same time:
- The seller
- The buyer
- The seller's conveyancer or solicitor
- The buyer's conveyancer or solicitor
Once the conveyancers receive it, they can open their files and start the legal work.
Is a memorandum of sale legally binding?
No. In England, Wales and Northern Ireland, a memorandum of sale has no legal force. Either side can still walk away, and the price can still be renegotiated, right up until contracts are exchanged. It's a record of what has been agreed in principle, not a contract.
Scotland works differently. Offers there are usually made formally through solicitors, and the deal becomes binding much earlier, once "missives" are concluded. A memorandum of sale is less common in Scotland because the solicitors' letters do much the same job.
What should a memorandum of sale include?
There's no official template, but a good one covers the following.
The property and the price
- The full address of the property, including postcode
- Whether it's freehold, leasehold or share of freehold
- The agreed sale price
- Any amount agreed separately for fixtures, fittings or furniture
The people involved
- Full names, addresses, phone numbers and email addresses of the seller and buyer
- Names and contact details of both conveyancers, including a case reference if one exists
The buyer's position
This is the part that tells you how secure the sale is likely to be:
- Whether the buyer is a first-time buyer, has a property to sell, or is chain-free
- How they are funding the purchase: cash, mortgage, or a mix
- The name of their mortgage broker or lender, and whether they have an agreement in principle
- If they're selling, whether their own sale is agreed and how far along it is
Terms and expectations
- Which items are included or excluded, such as curtains, white goods or garden sheds
- Any special conditions, like works to be completed before exchange
- A rough target date for exchange and completion
- Whether the property will be taken off the market
Do private sellers need one?
Strictly speaking, no. There is no legal requirement for a memorandum of sale, and a sale can go through perfectly well without a document with that title.
However, the information in it still needs to reach the conveyancers, and with no agent, nobody will send it on your behalf. Otherwise you'll usually get a string of emails asking for the buyer's details, their solicitor, the price and what's included, and early delays can set the tone for the whole transaction.
So most private sellers benefit from putting together their own version. A clear one or two page document or email covering the points above does the job.
Why it's worth the effort
- It prevents misunderstandings. If you agreed the washing machine stays but the garden furniture goes, having that in writing from day one avoids awkward conversations later.
- It speeds up the start of conveyancing. Both solicitors can get going straight away rather than waiting for details.
- It shows the buyer you're organised. Buyers can be a little nervous about purchasing privately. A tidy summary of the agreed terms is reassuring.
- It gives you a record of the buyer's position. If the buyer later says their mortgage is "nearly sorted", you can refer back to what they told you at the offer stage.
How to write your own memorandum of sale
Here's a straightforward way to handle it.
1. Gather the details before you accept
When an offer comes in, ask the buyer for their full name, their funding arrangements, their chain position and their solicitor's details. It's reasonable to ask for proof of funds, such as a mortgage agreement in principle or a bank statement showing a deposit or cash balance. Estate agents are required to carry out anti-money laundering checks on buyers; private sellers aren't, but doing some basic checks yourself is sensible.
2. Confirm your own conveyancer
Instruct your conveyancer early, ideally before you even list the property. That way, you can include their details the moment an offer is agreed. If you're selling with Keyzee, it's worth getting quotes while your listing is live, so you're not scrambling once a buyer appears.
3. Write it up
Use the headings from the section above. Keep the language plain and factual. Add a line stating that the sale is "subject to contract" so there's no suggestion that the document itself is binding.
4. Send it to everyone at once
Email it to the buyer, your conveyancer and the buyer's conveyancer together, so everyone has the same version. Ask the buyer to reply confirming the details are correct. That simple confirmation is useful if there's any dispute later on.
5. Keep it up to date
If anything changes, such as a revised price after a survey, send a short update to the same group.
The bottom line
A memorandum of sale isn't a legal requirement, but it helps a sale get off to a clean start. Estate agents produce one as routine, and there's every reason to do the same when selling privately. It takes half an hour and can save weeks of chasing.
Keyzee is built for sellers who want to manage their own sale, from listing and viewings through to handling offers directly with buyers. If you're ready to sell on your own terms, create your free listing on Keyzee and get started today.