Why exchange is the turning point
In England and Wales, an accepted offer is not a contract. Until contracts are formally exchanged, either side can generally withdraw from the sale, subject to any separate binding agreement. A deposit is commonly paid on exchange, but its amount and arrangements depend on the contract. That is why sales “fall through” so often between offer and exchange.
Once contracts are exchanged, both sides are committed to a fixed completion date. The buyer has agreed to buy and you have agreed to sell, on the terms in the contract.
Scotland works differently: the deal becomes binding when “missives” are concluded. This guide covers England and Wales only.
What happens if the buyer pulls out after exchange
Most residential contracts use the Standard Conditions of Sale, sometimes with changes. Your solicitor will check your exact contract, but the usual sequence is:
- The buyer misses completion. Late completion often triggers interest on the unpaid money at the rate set in the contract.
- Your solicitor may serve a notice to complete. Where the Standard Conditions of Sale apply, a valid notice generally allows 10 working days to complete. Your solicitor must check the contract and whether you are ready, able and willing to complete.
- If the buyer still does not complete, the seller may be entitled to rescind the contract and claim forfeiture of the deposit, following the contract terms and legal advice, before remarketing.
- You may claim extra losses. If you resell for less, or face extra costs, you may be able to claim the difference from the buyer. How the deposit is treated alongside any damages claim depends on the contractual terms and applicable law; avoid assuming you can recover the same loss twice.
Watch the deposit size. A 10% deposit is conventional under the Standard Conditions, but smaller deposits are common in chains. If you accept less, your solicitor should explain the contractual treatment of any shortfall and the amount actually available if the buyer defaults, before exchange.
After exchange, it’s time to plan the move: see our checklist for moving house.
How often does this really happen?
Failure to complete after exchange is generally less common than a sale collapsing before exchange, but this article does not rely on a verified failure-rate statistic. Surveys, lender valuations, expiring mortgage offers and chain problems can all disrupt a transaction, particularly before exchange. If your sale has already collapsed, see our guide on what to do after a chain collapse.
Can the seller pull out after exchange?
The same rules apply in reverse. A seller who refuses to complete after exchange is in breach of contract. The buyer can claim losses and, in some cases, ask a court to order the sale to go ahead (called “specific performance”). Before exchange, a seller can withdraw, although gazumping is widely seen as poor practice.
How to reduce the risk before you exchange
- Check the buyer’s position early. Ask your agent for proof of funds or a mortgage agreement in principle, and whether the buyer has a property to sell.
- Get your paperwork ready. Delays give buyers time to change their minds. Our documents checklist shows what solicitors ask for.
- Agree the deposit and completion date in writing through your solicitor.
- Know your numbers. If a sale falls through, you will want to know quickly what you would walk away with on a re-sale. The net proceeds calculator gives a free estimate.
Seller checklist if a buyer fails to complete
- Contact your conveyancer immediately. Confirm the contractual completion date, deposit arrangements and whether a formal notice is appropriate.
- Keep written evidence. Save correspondence, invoices and records of any additional costs without assuming every expense will be recoverable.
- Do not remarket prematurely. Ask your conveyancer when the existing contract can lawfully be brought to an end.
- Review your selling options. Compare likely net proceeds, time and uncertainty before choosing another buyer.
Frequently asked questions
Can a buyer pull out after their offer is accepted?
Yes. In England and Wales an accepted offer is not binding, so the buyer can withdraw before exchange without normally owing compensation under the proposed sale contract, unless a separate binding agreement or other legal obligation applies.
Is there a cooling-off period after exchange?
No. There is no general cooling-off period for buying a home in England and Wales once contracts are exchanged.
Can a buyer pull out after completion?
No. At completion the money is paid and ownership passes. There is nothing left to pull out of. Any dispute after that, for example about something you failed to disclose, is a separate legal claim.
Do I get the whole deposit?
Not automatically. Depending on the contract, the deposit may be held by solicitors or passed up a chain. Your solicitor must establish your entitlement and how any funds can be recovered or released. Further compensation depends on the contract and evidence.
Sources: Lloyds Bank: What does exchange of contracts mean?; Law Society: Standard Conditions of Sale (5th edition, 2018 revision). See also the Law Society code for exchange. This article is general information only. Speak to a solicitor or licensed conveyancer about your own contract.