Estate Agent Demanding Fees After Sale Through Another Agent

Sheppo88

eddddy said:

Sheppo88 said:

Estate Agency Terms and Conditions

Below is an outline of the key terms and conditions related to marketing a property with an estate agent. This information may be helpful for anyone navigating a similar agreement:

<snip>

Sheppo88 said:

Above is the T&Cs and agreement.

I'm not sure where you got those "Estate Agency Terms and Conditions" from, but that wording won't be the estate agent's contract or agreement.

Just FYI - They look like some poorly written and inaccurate notes about estate agents agreements. Those notes are so bad, I would completely ignore them.

This is from our signed terms of agency which we signed from the agent. In further detail below:

This agency is a Sole Agency (as defined in the Terms and Conditions) for a minimum period of 8 weeks from the date of instruction set out above, or such other period as agreed, and will continue until terminated by either party by giving 30 day’s written notice in accordance with the Terms and Conditions attached. I/We understand and agree to the terms of the Agreement.

FEE ENTITLEMENT

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 have a specific entitlement to a fee if: The property is sold to a family member; One of the owners buys another owners share (e.g. as part of a separation agreement); The property is sold to a Property Developer; The property is part exchanged; The property is sold at auction or is repossessed; if the seller withdraws for any reason after contracts are exchanged.

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.

pinkshoes

Sheppo88 said:

This is from our signed terms of agency which we signed from the agent. In further detail below:

This agency is a Sole Agency (as defined in the Terms and Conditions) for a minimum period of 8 weeks from the date of instruction set out above, or such other period as agreed, and will continue until terminated by either party by giving 30 day’s written notice in accordance with the Terms and Conditions attached. I/We understand and agree to the terms of the Agreement.

FEE ENTITLEMENT

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 have a specific entitlement to a fee if: The property is sold to a family member; One of the owners buys another owners share (e.g. as part of a separation agreement); The property is sold to a Property Developer; The property is part exchanged; The property is sold at auction or is repossessed; if the seller withdraws for any reason after contracts are exchanged.

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.

Well that seems relatively clear.

It depends what "sells" is defined as e.g. completion or agreeing a price. If they define it as completion occurring, then just write to them stating that their contract ended on X date after the 30 days notice expired, and buyer Y completed on X date, which is more than 6 months since the end of their contract. 

The time frame does seem tight though, so if buyer Y had their offer accepted within that 6 months, then it could mean you do owe Agency A the fee.

Did the buyer make it clear to agency B that they'd already viewed through agency A? Did Agency B not ask to see your paperwork from agency A to determine if they could proceed with this buyer?

eddddy

Sheppo88 said:

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.

If that's the precise wording in the contract, it's not compliant with the Property Ombudsman's Code of Practice.  But that probably works in your favour.

Unless there is clarification elsewhere in the contract, you can probably argue that you were outside of the 6 month limit.

Based on what you've said, it sounds like the second estate agent is the real 'villain' for not referring your buyer back to the first estate agent.


Assuming both estate agents are members of TPOS, if the first estate agent won't back down, you should gear-up for complaining to the Ombudsman about both estate agents.

As I mentioned, you'll generally get a better result from the Ombudsman, than waiting for the estate agent to take you to court.

NameUnavailable

So....

What date (going by the above) did your agreement terminate?

What date did was the memorandum of sale issued?

If the time between these was more than 6 months it would seem that you can confidently tell the agent to FO but otherwise it will depend on whether you want to test the point at court about the definition of 'sell your property' in the T&C's, but it is worth a punt to dispute on that basis initially and see how they respond (which may tell you how confident they are in winning a case against you).

GDB2222

The OP would have had to write to agent 1 in August to give 30 days notice to terminate the agreement in September. The 6 months liability would then have expired on the equivalent day in March. 

The OP hasn’t said exactly when, or even if, he formally terminated the first agent's agreement in August. He hasn’t said when in March completion took place. 

What a mess! It’s possible that TPOS will turn up like a fairy godmother and bail the OP out, but really this was all completely avoidable. 

Sheppo88

• March 2023: Listed property for sale with an agent.
• 6th May 2023: Notified removal of property from the market and gave a 30-day notice period.
• 14th July 2023: Relisted the property with the same agent via email. No new or updated contract was signed.
• 27th July 2023: Received an acceptable offer from the couple who ended up buying.
• 11th August 2023: Notified the agent we couldn’t find a suitable property and decided to stay where we were.
• 14th August 2023: Received an email from the agent confirming the property had been withdrawn from the market—no notice required.
• 23rd November 2023: Wife found a house she liked and asked YOPA to market our property - previous agent had been in news for money laundering and a COVID loan scandal. They had been struck off as directors, so we didn't relist with them.
• 25th November 2023: Due to exciting of remarketing, wife texted our original buyers (via mutual friends and previously exchanged contact details) to ask if they were still interested.
• 27th November 2023: Buyers made a revised, lower offer through YOPA before any official marketing started.
• 28th November 2023: YOPA agreed on the sale and issued the memorandum.
• 18th January 2024: Planned property purchase fell through, temporarily pausing the sale.
• 24th January 2024: Sale resumed.
• 15th March 2024: Exchanged contracts and completed the sale.

Sheppo88

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.

eddddy

Just to clarify - who sent you the text that you have quoted above? Was it The Property Ombudsman?

If so, is it the Ombudsman's decision following a complaint from you - and therefore binding on the estate agent?  (If it is, it's a very fast turn around.)

GDB2222

eddddy said:

Just to clarify - who sent you the text that you have quoted above? Was it The Property Ombudsman?

If so, is it the Ombudsman's decision following a complaint from you - and therefore binding on the estate agent?  (If it is, it's a very fast turn around.)

Given the dates, I think the OP probably scraped through - by one day!

15/8/23  30 days notice given
14/9/23  notice ends
14/3/24  6 months ends
15/3/24  sale occurs.

Sheppo88

eddddy said:

Just to clarify - who sent you the text that you have quoted above? Was it The Property Ombudsman?

If so, is it the Ombudsman's decision following a complaint from you - and therefore binding on the estate agent?  (If it is, it's a very fast turn around.)

A solicitor.