A memorandum of sale (sometimes called a “sales memorandum” or “MoS”) is the document that formally records an accepted offer on a UK property. It’s drawn up by the estate agent once the seller accepts and the buyer confirms, and it’s circulated to both sides’ solicitors as the trigger for conveyancing to begin.
Despite sounding formal, it is not legally binding. Nothing is binding in a UK property sale until exchange of contracts.
What the memorandum of sale contains
A typical MoS sets out:
- Agreed sale price.
- Property address and full description.
- Seller’s and buyer’s names and addresses.
- Each side’s solicitor or conveyancer — firm name, address, case handler.
- Whether the buyer is a cash buyer or mortgaging (and which lender, if known).
- Chain position on both sides.
- Anticipated completion timeline.
- Any conditions — subject to survey, subject to probate, subject to mortgage offer, etc.
- Items included or excluded from the sale (fixtures, fittings, appliances).
- The estate agent’s commission arrangement.
Why it matters
Although not binding, the MoS serves several purposes:
- It starts the clock on conveyancing. Most solicitors won’t begin detailed work until they have it.
- It creates a shared record — reducing “he-said-she-said” disputes later.
- It enables both solicitors to identify each other and begin corresponding.
- It may be referred to if one party later claims a different agreed price or different terms.
What to check on the memorandum
When you receive a memorandum of sale, read it carefully before signing or confirming. Check:
- The price matches exactly what you agreed.
- Your solicitor’s details are correct (name, address, reference number).
- Any conditions you agreed verbally are included (e.g., “subject to successful lease extension”, “subject to grant of probate”).
- Fixtures and fittings match what was agreed.
- The target completion timeframe is realistic.
Any discrepancy is easier to fix now, before solicitors begin work, than later.
MoS in a cash sale
In a direct sale to a cash buyer, there’s often no estate agent and therefore no traditional memorandum of sale. Instead, the cash buyer sends a written offer, the seller accepts, and both sides’ solicitors are instructed directly. The written offer effectively plays the role of the MoS — it records the agreed figure, the parties, and the intended timeline.
At RPJ, our written offer letter serves this function. It’s not binding until contracts exchange, but it sets out everything needed for solicitors to start work immediately.
Related
- Sold STC — the transaction stage that begins with the MoS.
- Under offer — the earlier stage, before an MoS is issued.
- Conveyancing — the legal process that starts once the MoS is in both solicitors’ hands.