Memorandum of Sale: What It Is, Why It Matters & How Cash Buyers Skip the Wait
A memorandum of sale is the document an estate agent produces after a buyer’s offer has been accepted, setting out who the parties are, what the agreed price is, and who’s handling the legal side. It exists to give everyone’s solicitors a starting point. It also marks the beginning of the open-market timeline, which is where the wait really starts.
We’ve been on the other side of this process for years, and we want to walk through what the document actually does, why it slows things down, and how a direct sale skips the entire mechanic.
What Is a Memorandum of Sale?
The memorandum of sale (sometimes called a “memo of sale” or a “sales memorandum”) is a written confirmation that a property sale has been agreed in principle. It’s prepared by the seller’s estate agent once the seller has accepted a buyer’s offer.
Typically it contains:
- The seller’s name and contact details, along with their solicitor’s information.
- The buyer’s name and contact details, along with their solicitor’s information.
- The agreed sale price and any conditions attached (such as fixtures and fittings included).
- The property’s full address and tenure (freehold or leasehold).
- The buyer’s position, including whether they’re a cash buyer, mortgage buyer, in a chain, or chain-free.
- The estimated timeline for exchange and completion.
- Reference to whether the property is being sold subject to contract.
The agent sends the memorandum to both sets of solicitors. From that point, the conveyancing process formally begins. Solicitors open files, request searches, draft contracts, and start corresponding.
Why it’s not a contract
This is the part that confuses people; the memorandum of sale carries no legal force, and it doesn’t bind either party to the sale. The buyer can withdraw, the seller can accept a higher offer (“gazumping”), and the price can change. Nothing about the document prevents any of this.
The reason is straightforward: in England and Wales, property sales only become legally binding at the moment contracts are exchanged, which typically happens 8 to 12 weeks after the memorandum is issued. Until then, both sides are free to walk away with no legal consequence beyond losing whatever fees they’ve already paid.
Why Does the Memorandum of Sale Matter?
For a document with no legal teeth, it does quite a lot of work in practice.
It triggers the formal process
Without the memorandum, solicitors don’t know they’ve been instructed; this means searches don’t get ordered, draft contracts don’t get prepared, and the mortgage application can’t actually progress past the initial agreement in principle. The memorandum is the starting point.
It puts everyone on the same page
The buyer’s solicitor needs to know the agreed price, the seller’s identity, and the property address before doing anything useful. The memorandum compiles this information in one place so nothing has to be chased separately.
It signals the buyer’s position
When the memorandum confirms the buyer is “cash, no chain”, solicitors know the timeline can be shorter and that mortgage delays won’t derail the sale. When it says “first-time buyer, mortgage required, in chain”, everyone adjusts their expectations accordingly.
It locks in the price (informally)
The agreed figure on the memorandum is what both sets of solicitors work from. While the price can technically still change, doing so requires both parties to agree and a new memorandum to be issued. It creates a useful psychological anchor.
What Happens After the Memorandum Is Issued?
This is where the wait begins:
The conveyancing stage
Once the memorandum lands with both solicitors, the buyer’s solicitor begins property searches. Local authority searches typically take 2 to 6 weeks depending on the council. Water and drainage searches add another week or two. Environmental searches, chancel repair searches, and any specialist searches relevant to the property location stack on top.
While searches are running, the seller’s solicitor prepares the contract pack and gathers the TA6, TA10, and TA13 forms. The buyer’s solicitor raises enquiries about anything unclear or concerning in the title deeds.
This back-and-forth is the slowest part of the entire transaction.
The mortgage stage
If the buyer is using a mortgage, their lender commissions a valuation of the property. Assuming the valuation comes back at or above the agreed price, the formal mortgage offer is issued, usually 2 to 4 weeks after the application. If the valuation comes in low, the buyer renegotiates, switches lender, or withdraws.
Exchange and completion
Once all enquiries are resolved, the searches are clean, and the mortgage offer is in hand, contracts can be exchanged. From exchange to completion is typically 1 to 4 weeks, though quicker exchange and completion is possible for cash buyers.
The total wait
From memorandum of sale to completion on the open market, the typical timeline is 8 to 16 weeks. Slower transactions stretch to 20 weeks or more. Around a third of sales fall through somewhere in this window, often after the seller has already turned down other offers and committed to a moving date.
How Cash Buyers Skip the Memorandum Wait
The memorandum of sale exists because open-market transactions involve estate agents, multiple solicitors, mortgage lenders, and chains of dependent transactions. When you strip those elements out, the document loses most of its function.
When we buy a property directly, there’s no estate agent producing a memorandum because we’re the buyer ourselves. We instruct our own solicitors, we don’t need a mortgage, and there’s no chain behind us. The seller and our legal team get on with the conveyancing immediately, working from a written offer rather than a memorandum drafted by a third party.
The result is dramatically faster, and sales completing in as little as seven days isn’t unusual when the seller wants to move quickly. There’s also no waiting for the buyer’s mortgage offer to arrive, no risk of the chain collapsing, no last-minute price renegotiation when the survey comes back. You sell your house fast at the price agreed at the start, and the process is quick and pain-free.
What we cover
At Sell House Fast, you (as the seller) don’t need to pay solicitor fees, survey fees, or estate agency fees when selling to us. We absorb the full legal cost of the transaction. The agreed sale price is the amount that lands in the seller’s account on completion, with nothing deducted along the way. You’re selling your property for free, basically.
When Does Selling Without a Memorandum Make Sense?
For some sellers, the conventional process works perfectly well. They have time, they have a buyer they trust, and the chain is moving – so there’s no reason to do anything differently. For others, the wait is the problem.
If a sale has fallen through and the seller needs to complete on their onward purchase before they lose it, the open-market timeline doesn’t work. If the property is inherited and sitting empty, every month of waiting costs money in insurance, council tax, and maintenance. If divorce, financial pressure, or relocation is forcing the sale, we understand that certainty matters more than the last few percent of market value.
These are the situations we’re built for. A direct cash sale removes the dependency on third parties: no mortgage offer that might be withdrawn, no buyer who might change their mind, no chain that might collapse two days before exchange.
Skip the Wait, Sell Directly
If you’ve been told completion is 12 weeks away, and that’s 12 weeks longer than you have, get in touch. We make a formal cash offer after seeing the property details, we cover all legal costs, and we can complete it in as little as a week.
FAQs
Is a memorandum of sale legally binding?
No. The memorandum confirms an agreement in principle but carries no legal force in England and Wales. Either party can withdraw until contracts are exchanged.
Who prepares the memorandum of sale?
The seller’s estate agent prepares the document once the seller has accepted an offer. It’s then sent to both sets of solicitors and to both parties.
How long after the memorandum until completion?
On the open market, 8 to 16 weeks is typical. The conveyancing stage, including searches and enquiries, is the longest element.
Can the price change after the memorandum is issued?
Yes. The price isn’t legally fixed until contracts are exchanged. Buyers sometimes renegotiate after a survey, and sellers can accept higher offers up to exchange.
Do cash buyers need a memorandum of sale?
Not in the traditional sense. When selling directly to a cash buying company, the written offer replaces the function of a memorandum, and conveyancing proceeds straight from there.
What’s the difference between a memorandum of sale and a contract?
A memorandum confirms an intention to proceed; a contract creates a binding legal obligation. The contract is signed and exchanged at the end of the conveyancing process, not the start.
Can I sell my house without a memorandum of sale?
Yes, particularly when selling directly to a cash buyer. The document is standard practice in estate-agent-led sales but isn’t legally required for the transaction itself.
