Memorandum of Sale Template for the UK
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What is a Memorandum of Sale?
A Memorandum of Sale is a document an estate agent prepares once a seller accepts an offer on a home, before contracts are exchanged. It sets out who is buying, who is selling, the agreed value of the property, and the property details, so conveyancers can begin their work quickly.
It isn't legally binding in the way the final contract is, but it moves a sale from a verbal handshake into a written record both sides can rely on. It signals serious intent, and it gives solicitors the information they need to start searches and conveyancing without delay.
A typical memorandum records the sale price, the buyer's and seller's contact details, whether the purchase depends on a mortgage offer, and where the transaction sits in a property chain. In England and Wales it is issued subject to contract, so either party can still withdraw until exchange happens. Under the Law of Property (Miscellaneous Provisions) Act 1989, no binding contract for the sale of land exists until contracts are signed and exchanged.
Sample clauses: standard wording in a UK memorandum of sale
4. Status of this Memorandum
4.1 This Memorandum is issued subject to contract and is a record of the terms provisionally agreed between the Seller and the Buyer only; it does not create a contract for the sale of the Property and no such contract shall come into existence unless and until contracts are exchanged in accordance with section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.
4.2 Either party may withdraw from the proposed transaction at any time before exchange of contracts without liability to the other, save in respect of any separate written agreement (including any lock-out or reservation agreement) signed by that party.
4.3 The Agent acts for the Seller and gives no warranty as to the accuracy of the information recorded in this Memorandum, which is compiled from information supplied by the parties and is to be verified by their respective conveyancers.
4.4 This Memorandum is issued in reliance on the identity and source of funds checks required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and the Agent may suspend or withdraw it if those checks are not satisfactorily completed.
5. Price, Conditions and Dependencies
5.1 The agreed price is [£ purchase price], of which [£ deposit] is to be paid on exchange, and the price is inclusive of the fixtures, fittings and contents listed at Schedule [1] and exclusive of any items listed as excluded or as subject to separate payment.
5.2 The Buyer's offer is [conditional / not conditional] on a mortgage offer of not less than [£ loan amount] from [lender] and on a [survey type] survey disclosing no matter requiring remedial works exceeding [£ threshold].
5.3 The proposed transaction is [dependent / not dependent] on a related sale of [related property] and on a related purchase by the Seller of [onward property], and each party shall notify the other through its conveyancer within [2] working days of any change to the chain.
5.4 The parties are working towards exchange of contracts by [date] and completion on [date], but those dates are targets only and time is not of the essence unless and until fixed in the contract.
Illustrative extract showing typical drafting under the law of England and Wales. Documents generated with GenieAI are tailored to your rules, standards and context.
Frequently Asked Questions
When should you use a Memorandum of Sale?
Use a Memorandum of Sale immediately after a seller accepts an offer on a home. It marks the point where a verbal agreement becomes a written record, which matters most when several parties need clear confirmation of what was agreed and at what value.
The memorandum is especially useful in longer property chains, or when a mortgage lender wants written evidence of the sale before it will lend. It reduces the risk of misunderstandings over the sale price, timelines, or special conditions, and gives conveyancers the details they need to order searches and begin work promptly. A short, accurate memorandum keeps the sale moving.
The information the memorandum captures is sensitive: names, addresses, funding sources and identity checks. Estate agents handling it must follow their own privacy policy and data protection obligations, so buyers and sellers know how their personal details are held and shared with conveyancers and lenders. A clear privacy stance keeps the document trusted as it passes down the chain.
What are the different types of Memorandum of Sale?
- Memorandum Of Agreement Of Sale: Standard format used for most property transactions, covering basic sale terms and conditions
- Memorandum Of Understanding For Flat Sale: Specifically tailored for leasehold properties, including details about service charges and ground rent
- Bill Of Sale Memorandum Of Installment Sale: Used when payment is structured in installments, outlining payment schedule and terms
- Memorandum Of Agreement For Sales Commission: Focuses on estate agent commission arrangements and payment terms
Who should typically use a Memorandum of Sale?
- Estate Agents: Usually prepare and issue the Memorandum of Sale after an offer is accepted, coordinating between all parties
- Property Sellers: Confirm the sale details and their acceptance of the offer terms
- Property Buyers: Review and receive the document as confirmation of their accepted offer
- Conveyancing Solicitors: Use the memorandum to begin legal work and verify transaction details
- Mortgage Lenders: Often require the memorandum as evidence of the agreed sale before processing loan applications
- Chain Agents: Reference the document to coordinate linked property transactions in a chain
How do you write a Memorandum of Sale? A step-by-step guide
Follow these steps to find and record everything a conveyancer needs to start work.
- Property Details: Gather full address, property type, and any special features or fixtures included in sale
- Party Information: Collect full names, contact details, and addresses for both buyer and seller
- Sale Terms: Document the agreed purchase price, deposit amount, and proposed completion date
- Chain Status: Note if buyers or sellers are in a chain and capture relevant dependencies
- Financial Details: Record mortgage requirements, cash buyer status, or special funding arrangements
- Special Conditions: List any agreed conditions, such as survey requirements or repair works
- Agent Details: Include estate agent contact information and agreed commission terms
What should be included in a Memorandum of Sale?
- Property Description: Full legal address, freehold/leasehold status, and included fixtures/fittings
- Party Details: Legal names and current addresses of buyer, seller, and their solicitors
- Price Terms: Agreed purchase price, deposit amount, and payment method
- Transaction Timeline: Proposed exchange and completion dates
- Special Conditions: Any agreed repairs, survey requirements, or chain dependencies
- Agent Information: Estate agency details and commission structure
- Non-Binding Statement: Clear indication that this is subject to contract
- Date and References: Document date and any relevant property reference numbers
What's the difference between a Memorandum of Sale and a Sale and Purchase Agreement?
A Memorandum of Sale and a Sale and Purchase Agreement both relate to selling a home, but they do different jobs at different stages. The memorandum records what was provisionally agreed; the Sale and Purchase Agreement makes it enforceable.
| Feature | Memorandum of Sale | Sale and Purchase Agreement |
|---|---|---|
| Legal status | Not binding; a record issued subject to contract | Binding; creates enforceable obligations |
| Timing | Prepared straight after an offer is accepted | Drafted later, during formal conveyancing |
| Detail level | Core transaction facts: parties, sale value, dependencies | Full legal wording, warranties and conditions |
| Purpose | Starts conveyancing and informs everyone involved | Transfers ownership of the property on completion |
In short, the memorandum gets the sale underway, and the Sale and Purchase Agreement is what buyer and seller ultimately sign to complete the deal.
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About the Memorandum of Sale
Follow these steps to find and record everything a conveyancer needs to start work.
- Property Details: Gather full address, property type, and any special features or fixtures included in sale
- Party Information: Collect full names, contact details, and addresses for both buyer and seller
- Sale Terms: Document the agreed purchase price, deposit amount, and proposed completion date
- Chain Status: Note if buyers or sellers are in a chain and capture relevant dependencies
- Financial Details: Record mortgage requirements, cash buyer status, or special funding arrangements
- Special Conditions: List any agreed conditions, such as survey requirements or repair works
- Agent Details: Include estate agent contact information and agreed commission terms
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