So you’ve accepted (or made) an offer on a property.
Now what?
Enter the Memorandum of Sale. It’s not legally binding. It doesn’t transfer ownership. But it plays a crucial role in the home-buying process, especially in England and Wales.
In this guide, I’ll break down exactly what a Memorandum of Sale is, what it includes, and what happens once it’s issued, plus tips to avoid costly delays, and what to do if things fall through.
Let’s get into it.
What is a Memorandum of Sale?
A Memorandum of Sale (MoS) is the formal document that gets drawn up once a property offer has been accepted. It acts as a summary of the deal, think of it like a “receipt of intention”.
It outlines the key terms of the sale, confirms the buyer and seller, and gets passed to both parties’ solicitors to kick off the conveyancing process.
But here’s the key thing: it’s not legally binding. Either party can still walk away, all the way up to exchange of contracts.
Core Details in a Memorandum of Sale
Every MoS includes some essential information to help solicitors start the legal legwork. This normally includes:
- Full names and contact details of the buyer and seller
- Agreed purchase price
- Full address of the property
- Whether the property is freehold or leasehold
- Names and contact details of each party’s solicitors or conveyancers
- Special conditions of the sale (e.g. subject to mortgage approval or survey)
- Target dates for exchange and completion
Pro Tip: Ask your estate agent for a copy of the MoS once it’s ready — you’ll want to double-check all details are accurate.
Who Issues the Memorandum of Sale — and When?
The Estate Agent’s Role
It’s usually the selling agent (estate agent) who prepares and sends out the MoS. This happens shortly after an offer is agreed — normally within 1 to 3 working days.
They’ll send it to:
- The buyer and seller
- The solicitors acting for both parties
- (And if there’s a chain, the other agents involved too)
Issuing the MoS marks the official start of the legal process.
From this point on, your solicitor will get cracking with things like property searches, drafting contracts, and chasing paperwork.
Is a Memorandum of Sale Legally Binding?
Short answer: No.
It’s simply an agreement “in principle” — not a contract. That means:
- The buyer can still pull out (say, if their mortgage falls through or they get cold feet)
- The seller can also withdraw (for example, if they receive a higher offer — known as gazumping)
Until contracts are exchanged, either party can back out without legal penalty.
But the MoS does help keep things on track — by formalising intentions, and nudging everyone (including the solicitors) into action.
What Happens After a Memorandum of Sale is Issued?
The Legal Process Begins
Here’s what typically follows:
- Solicitors open the file and begin identity and money laundering checks.
- The seller’s solicitor prepares and sends out the draft contract pack.
- The buyer’s solicitor reviews the contract and raises any pre-contract enquiries.
- Searches are ordered (e.g. local authority, drainage, environmental).
- The buyer arranges for a mortgage valuation and (often) a home survey.
- Negotiations may arise over:
- Fixtures and fittings
- Completion dates
- Survey issues
Curious about how much solicitors might charge? Check out this blog post.
How Long From Memorandum of Sale to Completion?
The typical timeframe?
8 to 14 weeks.
But it can be quicker (or slower) depending on:
- The length and complexity of the chain
- How fast the solicitors work
- Issues flagged in the survey
- Mortgage delays
- Title defects
Expect the unexpected.
Chains, leasehold enquiries, and absent freeholders can all cause hold-ups. And while you might get lucky and exchange in four weeks — it’s safer to plan for two to three months.
Can the Details in a Memorandum of Sale Change?
Yes — and it happens more often than you’d think.
The MoS reflects the agreed terms at the time of offer acceptance. But if circumstances shift, so can the details.
Here’s what might prompt a revision:
- Survey results come back with issues, and the buyer asks for a price reduction.
- Mortgage delays cause the buyer to request a new completion date.
- New conditions are added — such as “subject to planning” or subject to a specific repair.
- One party changes solicitor, and the document needs updating.
- The buyer changes their funding source — for example, switching from a mortgage to cash.
In any of these scenarios, the estate agent will usually issue an updated Memorandum of Sale.
What If the Sale Falls Through?
Unfortunately, it happens — even after a Memorandum of Sale is issued.
Here are the most common reasons:
Why a Sale Might Collapse
- The buyer withdraws — perhaps due to cold feet, financing issues, or a change in personal circumstances.
- The chain breaks down — e.g. someone further up or down the line pulls out.
- The survey reveals major problems — such as subsidence, damp, or Japanese knotweed.
- The seller accepts a higher offer — this is gazumping, and yes, it’s legal (but frowned upon).
Can You Use the Same Memorandum Again?
Nope.
If the deal collapses, that original MoS becomes void. Any new offer — from the same buyer or a new one — needs a brand-new Memorandum of Sale.
That means going through the same process again: agreeing the offer, instructing solicitors, and starting fresh.
It’s a pain. And it’s why many sellers (especially those in a chain) look for more secure options.
Memorandum of Sale in Chain Transactions
How It Works in a Chain
If you’re part of a chain — say, selling your current home while buying your next — things get more complicated.
Every single link in the chain will have its own Memorandum of Sale. That includes:
- The sale of your home
- Your purchase
- Your buyer’s sale
- Their buyer’s purchase
- And so on…
Delays or fall-throughs in any link affect the entire chain. That’s why:
- Agents must communicate constantly
- Solicitors need to coordinate timings
- And buyers and sellers must stay proactive
Even one weak link can derail the lot.
Tips for a Smooth Process After the MoS is Issued
Want to avoid unnecessary delays (or worse, a collapse)?
Here’s how to give your sale the best chance of sailing through:
1. Instruct Your Solicitor Immediately
Don’t wait days (or weeks) after offer acceptance. Instruct your solicitor straight away and provide their details to your estate agent so they can draw up the MoS.
It’s the fastest way to get the legal ball rolling.
2. Respond to Paperwork Fast
Solicitors can’t proceed without documents and ID checks. Get these sorted ASAP to prevent bottlenecks.
3. Stay in Regular Contact
Touch base weekly with your estate agent and solicitor. Don’t assume they’re progressing things behind the scenes — check in.
4. Book Your Survey Promptly
Surveyors can get booked up, especially in busy markets. Get your survey arranged as soon as the MoS lands.
5. Avoid Renegotiating Unless Essential
Trying to chip the price late in the game can spook the seller. Only renegotiate if serious issues arise (e.g. major structural defects).
When You Need to Sell Quickly Property Rescue Can Help
Sometimes, despite your best efforts, things just… stall.
The buyer pulls out. The chain crumbles. Your estate agent goes quiet. You’re left chasing updates, worrying about mortgages, and wondering if you’ll ever move.
That’s exactly where we step in.
At Property Rescue, we specialise in fast, guaranteed home sales — no listings, no middlemen, no mortgage delays. Whether your buyer just vanished after the MoS or your chain’s snapped in half, we can help.
Here’s how it works:
- You get in touch. Call us or fill in a quick online form.
- We give you a free, no-obligation cash offer for your home. Usually within hours.
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- You complete in as little as 48 hours. Yes, even if your chain’s collapsed.
We’ve helped thousands of sellers get their sale back on track — without the waiting, uncertainty, or last-minute drama.
Whether it’s repossession worries, divorce, inheritance complications or a buyer who’s just gone quiet, we’ll give you certainty and speed.
Get a Free, No Obligation Cash Offer
The Memorandum of Sale might feel like the finish line… but it’s really just the beginning.
Yes, it signals progress. But until contracts are exchanged, nothing’s guaranteed. Chains fall apart. Buyers pull out. Surveys raise red flags.
If your sale is looking shaky, or you just want a guaranteed way out, we’ve got you.
At Property Rescue, we’ll give you a free, no-obligation cash offer. No estate agent. No mortgage faff. No need to wait 3 months hoping your buyer actually follows through.
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