Estate Agent Demanding Fees After Sale Through Another Agent

[tangey]

I'd wager this is actually a fairly unusual situation to find yourself in.

Quite aside from anything the OP didn't have to use an estate agent at all. If they really wanted to game things they'd have cancelled with the estate agents altogether and done it directly and waited out the 6 months.

Indeed, that is what I am saying, the contract as worded could be made worthless, saving £5K, simply by agreement with the two parties.

 

[Rroff]

Now it does make these contracts a bit useless

If it actually came to court it could go many ways - how much involvement each estate agent had could determine how long after termination was reasonable and how much of a fee if any they were due. It may be that 6 months would be deemed too long but also potentially it could even go the other way and be deemed the original agent was still due a reduced fee after 6 months, etc. if they had substantial involvement in bring about the purchase.

 

[Semple]

Just found received this:

Thank you for providing the updated timeline and details regarding your property sale and the agency agreement. I have reviewed the clause in your previous agent’s terms and conditions, specifically:

"The commission fee will be earned by us if we introduce, directly or indirectly, a person who contracts to purchase the property during the period of contract. ... We will have a commission fee entitlement if you terminate our agreement and then sell your property to a buyer introduced by us within six months of the date our agreement ends."

Here is my assessment of the situation based on the revised timeline:

Definition of "Sell"​

The key term in the clause is "sell," which the agreement defines as a buyer who "contracts to purchase" the property. Under UK property law, this refers to the exchange of contracts, at which point the transaction becomes legally binding. Offers made prior to exchange remain non-binding, and either party can withdraw without any legal obligation.

The Property Ombudsman (TPO) guidelines align with this interpretation, confirming that commission is due only upon exchange or completion, not simply on receipt of an offer.

Revised Timeline Analysis​

1. 27th July 2023: You received an acceptable offer from buyers introduced by the agent.
2. 11th August 2023: You notified the agent that you were unable to proceed with the sale due to not finding a suitable property.
3. 14th August 2023: You reiterated this decision to the agent.
4. 15th August 2023: The agent confirmed via email that your property had been withdrawn from the market, and the agreement ended.
5. 23rd November 2023: You re-marketed the property with YOPA.
6. 25th November 2023: Your wife contacted the original buyers (introduced by the previous agent), who confirmed interest.
7. 27th November 2023: The buyers made an offer through YOPA.
8. 28th November 2023: YOPA issued a memorandum of sale.
9. 15th March 2024: Exchange and completion of the sale occurred.

Does the Clause Apply?​

The clause states that the agent would only be entitled to a fee if the property was sold (i.e., contracts exchanged) to a buyer they introduced within six months of the agreement ending. Given the sequence of events:

• The agreement was terminated on 15th August 2023.
• The six-month period during which the agent could claim a fee expired on 15th February 2024.
• The property sale (exchange and completion) occurred on 15th March 2024, which is beyond the six-month period.

While the buyers were introduced by the agent, the sale occurred outside the contractual timeframe, meaning no fee entitlement applies.

Conclusion​

Based on the agreement’s terms, the agent is not entitled to a commission fee, as the sale did not take place within the six-month period following termination. This interpretation is consistent with standard legal definitions of "sale" and the Property Ombudsman’s guidelines.

If you need further clarification or support, please don’t hesitate to contact me.

Sounds promising at least. Is your solicitor going to reply on your behalf, or are you writing something up.

 

[tangey]

If it actually came to court it could go many ways - how much involvement each estate agent had could determine how long after termination was reasonable and how much of a fee if any they were due. It may be that 6 months would be deemed too long but also potentially it could even go the other way and be deemed the original agent was still due a reduced fee after 6 months, etc. if they had substantial involvement in bring about the purchase.

My (EXTREMELY LIMITED) understanding of contract law is that any ambiguity must always be found in favour of the party that did not draw up the contract. If there is ambiguity in the definition of the word "sell", it has to fall in the client's favour.

 

[Rroff]

My (EXTREMELY LIMITED) understanding of contract law is that any ambiguity must always be found in favour of the party that did not draw up the contract. If there is ambiguity in the definition of the word "sell", it has to fall in the client's favour.

As I posted further up in the cases for this I pulled up if there was any ambiguity the judge has looked for the most substantial fit for the definition. But it seems to be an area which very much comes down to a case by case basis.

 

[jpaul]

the paused purchase/sale 18jan still curious - hadn't there been an exchange of contract with buyer before that , which was reanimated for the final atomic exchange&completion.
(not mentioned in solicitor timeline)

 

[Transform_IT]

the paused purchase/sale 18jan still curious - hadn't there been an exchange of contract with buyer before that , which was reanimated for the final atomic exchange&completion.
(not mentioned in solicitor timeline)

only one exchange - 15th March. Same date as completion.

 

[dlockers]

the paused purchase/sale 18jan still curious - hadn't there been an exchange of contract with buyer before that , which was reanimated for the final atomic exchange&completion.
(not mentioned in solicitor timeline)

Exchange is not what you think it is I don't think...

 

[dlockers]

Also there'd be absolutely no way of proving that you "sold" your property without an exchange. Because you haven't.

As anyone who has ever sold a house knows "agreeing" means absolutely nothing which is why so many people pull out/sales fall through.

Although it is massively debatable what the 2nd agent did and the OP does seem to have missed being screwed over by 2 agents at once by the skin of his teeth.

It is admitted by the op to his solicitor that the first agent did the intro. And the ask to buy has been formally logged as required by law. So whether 6 months or not op breached the intent the contract tried to protect against.

 

[Hyburnate]

Ultimately I agree with your solicitor, in that it looks like by the letter you're okay, but they could try to still pursue a claim but I'm not sure they will. I still don't understand how solicitors exchange and complete on the same day, in the commercial world I've seen lease contracts take 3 months to be agreed with tit for tat.

 

[dlockers]

Ultimately I agree with your solicitor, I still don't understand how solicitors exchange and complete on the same day, in the commercial world I've seen lease contracts take 3 months to be agreed with tit for tat.

Exchange is when the 3 months of tit for tat has happened - completion is just executing and money from what I understand

 

[Hyburnate]

Exchange is when the 3 months of tit for tat has happened - completion is just executing and money from what I understand

No I agree. That's exactly it, completion is counter signed documents and exchange of funds.

But solicitors who allow for exchange and completion on the same day, I assume a lot of the residential solicitors are simply using the same contract of sale in the grand scheme of things, whereas my commercial experience is all quite bespoke.