June 8, 2026
10 Min Read
An offer gets accepted, the estate agent rings to congratulate you, and it feels like the hard part is over. It isn't. Between an accepted offer and the keys in your hand sits a stretch of conveyancing that most buyers and sellers move through half-blind, reacting to documents they have never seen before and deadlines nobody explained. The memorandum of sale lands, then a contract pack, then enquiries, then a date for exchange that keeps moving until suddenly it doesn't.
This guide decodes that stretch. It walks through what a memorandum of sale actually is and what it is not, where gazumping risk lives and what genuinely reduces it, what happens at exchange of contracts, and why a chain-free purchase changes the whole calculation. The aim is simple: so that when each document arrives, you already know what it means and what you are meant to do about it. Where the conveyancing touches your mortgage, your protection cover or your will, we have flagged it, because in practice these things move together rather than in neat boxes.
What is a memorandum of sale and is it binding?
A memorandum of sale is the document an estate agent issues once a seller accepts an offer. It records the agreed price, the names of the buyer and seller, and the details of each side's conveyancer. It is sent to both parties' solicitors to kick off the legal work.
The single most important fact about it is this: a memorandum of sale is not legally binding. In England, Wales and Northern Ireland a property sale only becomes binding at exchange of contracts, which can be weeks or months later. Until that moment, the price written on the memorandum is a stated intention, not a contract. The seller can accept a higher offer, the buyer can reduce theirs after a survey, and either side can walk away without owing the other anything beyond their own costs.
That gap between agreement and commitment is where most of the stress and most of the risk in a property purchase lives. The memorandum starts the clock, but it protects nobody. Treat it as a signal to move fast on the legal work, not as a moment to relax. The buyers who get caught out are the ones who read the memorandum as a finish line. The ones who complete smoothly read it as a starting gun.
The gap between offer and exchange: where gazumping happens
Gazumping is when a seller accepts a higher offer from another buyer after already agreeing a sale, usually before contracts are exchanged. Because nothing is binding until exchange, it is entirely legal, however unfair it feels to the buyer who thought the deal was done.
It is more common in a seller's market, where demand outstrips supply and a property attracts several interested parties within days. A seller sitting on two or three keen buyers has little to lose by entertaining a late higher bid. The buyer who is gazumped typically loses the money already spent on a survey, searches and legal work, with no recourse.
The honest answer to "how do I stop being gazumped" is that you cannot guarantee it, but you can shrink the window in which it can happen. Speed to exchange is the single biggest protection. Every week the legal process drags is another week a rival buyer can appear. That means instructing your conveyancer the moment your offer is accepted, returning identification and proof of funds in the same week, and answering enquiries in days rather than letting them sit.
There are formal tools too. A lock-out agreement, sometimes called an exclusivity agreement, is a short contract in which the seller agrees not to negotiate with anyone else for a fixed period, giving you a protected window to exchange. Some buyers also take out home buyer protection insurance, which can refund wasted survey and legal fees if the purchase collapses through no fault of their own. Neither is standard practice and neither will be offered unless you ask. A good conveyancer will tell you when one is worth the cost. Our conveyancing team can talk you through whether a lock-out agreement fits your situation.
The contract pack and enquiries: the stage that quietly decides your timeline
Once both conveyancers are instructed, the seller's solicitor sends over the contract pack. This includes the draft contract, the title documents, the property information form and the fittings and contents form. Your conveyancer reads all of it and writes back with enquiries: the questions that fill the gaps the paperwork leaves open.
To buyers, enquiries can look like solicitors inventing work. They are not. Each enquiry either confirms something a search has flagged or chases down a detail that affects what you are actually buying. Is there a right of way across the garden? Has an extension got the building regulations sign-off? Who maintains the shared driveway? Are there any disputes with neighbours on record? These are the questions that, left unasked, become expensive surprises after completion.
This is also the stage most likely to stall. Searches go to third parties, and a local authority search can come back in three days or take six weeks depending on the council. Enquiries bounce between solicitors, and a slow reply from the other side can hold everything up. There is no way to force the pace from the outside, but you can control your own half of it. Get your documents back the same week, keep your conveyancer's phone calls returned, and chase your own side rather than assuming silence means progress. Buyers who treat this stage as someone else's problem are the ones still waiting in week ten.
Exchange of contracts: the moment it becomes real
Exchange of contracts is the point at which the sale becomes legally binding. Up to this moment either party can withdraw freely. After it, neither can without a serious financial penalty, usually the loss of the deposit for a buyer who pulls out.
Several things happen close together at exchange. The buyer's deposit, commonly five to ten percent of the purchase price, moves to the conveyancer's client account. The completion date is fixed in writing. The mortgage offer needs to be in place and valid through to completion, which is why the timing of your lender's offer matters here. And from this point the property is effectively yours to insure, because the risk passes to the buyer at exchange even though you do not yet have the keys.
This is the stage where the conveyancing stops being a process and starts being a commitment, which is why several other parts of your financial life should be lined up before you reach it. If you are buying with a partner, this is the natural moment to put life cover in place so the mortgage is protected from day one rather than added as an afterthought. It is also the point at which buying jointly makes a will, or a pair of mirror wills, genuinely relevant, because the property now forms part of what each of you would leave behind. Our mortgage and protection advisers and our wills and estate planning team can handle both alongside the purchase, so nothing falls through the gap between exchange and moving in.
Chain-free property: why it changes the whole calculation
A chain-free property is one where the sale does not depend on the seller buying somewhere else at the same time, and ideally where the buyer is not relying on selling first either. Common examples are new builds, probate sales, properties owned by a landlord selling up, and homes bought by first-time buyers.
The value of chain-free is certainty. In a chain, your purchase is only as reliable as the weakest transaction in it. If a buyer three links away loses their mortgage offer, the whole chain can collapse and take your purchase down with it, even though you did everything right. Removing the chain removes that risk. It also usually means a faster, cleaner completion, because there are fewer parties whose timelines have to be coordinated.
That certainty often carries a price. A chain-free seller knows their position is attractive and may hold firmer on price. Whether the premium is worth paying depends on how much you value timing certainty. For a buyer who has to be out of rented accommodation by a fixed date, or who has been gazumped or fallen through a chain before, the extra cost of certainty can be money well spent. For a buyer with time and flexibility, it may not be. The point is to recognise that chain-free is a feature you are partly paying for, and to weigh it deliberately rather than treat it as a footnote on the listing.
How the stages fit together: a practical sequence
Seen as a whole, the journey from accepted offer to keys runs in a recognisable order, and knowing the order lets you stay ahead of it rather than chase it. The memorandum of sale starts the legal work. Your conveyancer is instructed and orders searches. The seller's solicitor sends the contract pack. Enquiries go back and forth while searches return. The mortgage offer is confirmed and the survey is dealt with. Then contracts are exchanged, the completion date is fixed, and a short while later you complete and collect the keys.
The two stages where buyers lose the most time are searches and enquiries, both of which depend partly on third parties and partly on how quickly each side responds. The stage where buyers lose the most money is the unprotected gap before exchange, where gazumping and chain collapse can undo weeks of work. A good conveyancer manages both by pushing the timeline forward at every step rather than waiting for the next document to arrive. That is the difference between a purchase that drifts and one that completes.
Frequently asked questions
Is a memorandum of sale legally binding?
No. A memorandum of sale is not legally binding in England, Wales or Northern Ireland. It records that a seller has accepted an offer and sets out the agreed price and the parties, but either side can withdraw or change the price at any point until contracts are exchanged.
Can you stop someone gazumping you?
You cannot fully prevent gazumping before exchange, because the sale is not legally binding until then. You can reduce the risk by exchanging as quickly as possible, asking for a lock-out agreement, and in some cases taking out home buyer protection insurance to cover wasted survey and legal fees if the purchase collapses.
How long does it take to get from offer to exchange of contracts?
In England and Wales it typically takes eight to twelve weeks from accepted offer to exchange of contracts, though chains, slow searches and mortgage timing can extend this. Straightforward chain-free purchases can move faster when everyone responds promptly.
What happens at exchange of contracts?
At exchange of contracts both parties become legally committed to the sale. The buyer usually pays a deposit, the completion date is fixed, and neither side can withdraw without serious financial penalty. Exchange is the point at which the purchase becomes secure.
Is buying a chain-free property worth paying more for?
A chain-free property removes the risk of the sale collapsing because of someone else's transaction further up or down the chain. It often allows a faster, more certain completion, which can be worth a modest price premium for buyers who need certainty on timing.
Conveyancing feels opaque because the documents arrive faster than anyone explains them. It does not have to. Once you know that the memorandum of sale starts the clock but binds nobody, that the real risk lives in the gap before exchange, and that exchange is the moment your purchase finally becomes secure, you can stop reacting and start driving the timeline. The buyers who complete smoothly are rarely the lucky ones. They are the ones who returned their paperwork the same week, asked the awkward questions early, and had their mortgage, protection and will lined up before exchange rather than after. If you would rather have one team pushing the whole thing forward instead of waiting on it, that is exactly what we are here to do.
