What does ‘Sold Subject to Contract’ mean?

Unlike other forms of contract which may be made verbally and still enforced, since 27 September 1989, Section 2 of The Law of Property (Miscellaneous Provisions Act) states that;

"a contract for the sale of an interest in land can only be made in writing and only by incorporating all the terms which the parties have expressly agreed in one document or where contracts are exchanged in each."

Therefore, unless ‘all the terms’ of a contract are included in one or two documents and signed and exchanged by the parties privy to that contract, no binding contract for the sale of land can be enforced in England or Wales.

Before 1989 a contract could exist between parties as long as there was a memorandum in writing that contained the terms. This means that it was possible to verbally agree a sale of land as long as the sale terms were agreed in an exchange of letters.

To prevent a misunderstanding and accidentally commit to a sale or purchase before all terms had been properly agreed and all searches, and mortgage offers, etc had been obtained, it was and is still normal practice to head all offer letters and correspondence entered into before formal exchange of contracts as ‘subject to contract’.

Unless otherwise agreed, either party may withdraw from a transaction at any time before the purchase contract has been signed by both parties (or their authorised representatives) and exchanged. At this point a deposit is normally paid in consideration of the agreement and the deal becomes legally binding on both parties in according with the contract terms.