When a property is marked Subject to Contract, it means the seller has accepted an offer but the sale is not yet legally binding. In England and Wales, either the buyer or seller can normally withdraw or try to renegotiate the agreement until contracts are formally exchanged.
You may also see terms such as Sold Subject to Contract, Sold STC or SSTC on property listings. They all indicate that a sale has been agreed in principle and the conveyancing process is progressing, but legal completion has not been guaranteed.
If you are buying a property, we think this distinction is particularly important. Having your offer accepted is a major step, but there are still searches, surveys, mortgage arrangements, legal enquiries and contract negotiations to complete before you are committed to the purchase.
What Does Subject to Contract Mean?
Subject to Contract means that the buyer and seller have agreed the main terms of a property sale, usually including the price, but have not yet entered into a legally binding contract.
For example, imagine you offer £350,000 for a house and the seller accepts.
The estate agent may then advertise the property as:
Sold Subject to Contract – £350,000
The £350,000 price has been agreed, but both parties still need to complete the conveyancing process.
At this point:
- The buyer can potentially withdraw.
- The seller can potentially withdraw.
- The price can potentially be renegotiated.
- Surveys and searches can still reveal problems.
- The buyer’s mortgage application still needs to progress.
- Solicitors still need to investigate the property.
- Contracts have not yet been exchanged.
The position changes significantly at exchange of contracts.
Is Subject to Contract Legally Binding?
No. In a normal residential property transaction in England and Wales, an offer accepted Subject to Contract is not legally binding.
The buyer and seller become legally committed when contracts are exchanged.
This is one of the most important differences between having an offer accepted and actually exchanging contracts.
| Stage | Legally Binding? | Can the Buyer Usually Withdraw? | Can the Seller Usually Withdraw? |
|---|---|---|---|
| Offer made | No | Yes | Yes |
| Offer accepted | No | Yes | Yes |
| Sold Subject to Contract | No | Yes | Yes |
| Conveyancing underway | No | Yes | Yes |
| Contracts exchanged | Yes | Not without potential consequences | Not without potential consequences |
| Completion | Purchase completed | Property owned by buyer | Property transferred |
Although withdrawing before exchange will not normally mean breaching the purchase contract, it can still have financial consequences.
A buyer could already have paid for searches, a survey, mortgage-related costs and legal work. These costs will not necessarily be recoverable simply because the purchase does not proceed.
Is Sold STC the Same as Subject to Contract?
They are closely related.
Subject to Contract describes the legal position: an agreement has been reached, but contracts have not yet been exchanged.
Sold Subject to Contract, often abbreviated to Sold STC or SSTC, is commonly used on property listings to indicate that the seller has accepted an offer and the transaction is progressing towards exchange.
In practical terms, a property marked Sold STC has a buyer, but it has not legally been sold yet.
Is Under Offer the Same as Sold STC?
The terms are often used in similar situations, although estate agents may use them slightly differently.
Generally:
- Under Offer means an offer has been made and negotiations may still be taking place, or an offer has been accepted.
- Sold Subject to Contract usually indicates that the seller has accepted an offer and the conveyancing process can proceed.
Neither term means contracts have been exchanged.
From a buyer’s perspective, the important question is not simply what wording appears on the property listing. The key milestone is whether contracts have been exchanged.
What Happens Once a Property Becomes Subject to Contract?
Once the seller has accepted the offer, the transaction moves into the legal conveyancing stage.
We would expect several things to begin at roughly the same time.
The Memorandum of Sale Is Issued
The estate agent will normally prepare a memorandum of sale confirming information such as:
- The agreed purchase price.
- The property address.
- The buyer’s details.
- The seller’s details.
- The buyer’s solicitor.
- The seller’s solicitor.
- Relevant information about the chain.
It is an important administrative document, but it is not itself a binding sale contract.
We have covered the document and the process following it in more detail in our guide explaining what a memorandum of sale means.
The Solicitors Begin the Conveyancing Work
The seller’s solicitor prepares the contract documentation and supplies information about the property.
The buyer’s solicitor then reviews that information, investigates the legal title, arranges searches and raises enquiries where anything needs clarification.
Our residential conveyancing service covers the legal process from the early stages of a transaction through to exchange and completion.
The Buyer Progresses Their Mortgage
If the buyer needs a mortgage, an Agreement in Principle obtained before making an offer is not the end of the mortgage process.
The buyer will normally need to complete a full application.
The lender may carry out:
- Affordability checks.
- Income verification.
- Credit checks.
- Source-of-deposit checks.
- A mortgage valuation.
The formal mortgage offer will usually need to be in place before exchange.
Searches Are Carried Out
The buyer’s solicitor normally arranges property searches.
Depending on the property and location, these can include:
- Local authority searches.
- Drainage and water searches.
- Environmental searches.
- Other searches relevant to the property’s location or circumstances.
Searches can reveal matters that are not obvious from simply viewing the property.
The Buyer Arranges a Survey
We would distinguish an independent property survey from the mortgage lender’s valuation.
The lender’s valuation is primarily intended to help the lender assess whether the property provides suitable security for the mortgage.
A survey is intended to provide the buyer with information about the property’s condition.
A survey could identify issues such as:
- Roof problems.
- Damp.
- Structural movement.
- Timber defects.
- Problems with extensions.
- Drainage issues.
- Significant maintenance requirements.
A serious finding can potentially lead to further investigations or negotiations.
Can You Renegotiate the Price When a Property Is Subject to Contract?
Yes. Because contracts have not yet been exchanged, the agreed price can potentially be renegotiated.
One common reason is a significant problem revealed by the survey.
For example, suppose you agree to purchase a property for £400,000. Your survey then identifies major roof repairs that are expected to cost a substantial amount.
You could decide to:
- Continue at £400,000.
- Ask the seller to reduce the price.
- Ask the seller to deal with the problem.
- Obtain specialist reports before deciding.
- Withdraw from the purchase.
The seller does not have to accept a request to reduce the price.
Equally, the buyer does not normally have to continue at the original price before exchange.
This flexibility is one of the main reasons property transactions remain Subject to Contract until the legal work is complete.
Can the Seller Accept Another Offer While Sold STC?
Potentially, yes.
An accepted offer does not prevent another buyer from making an offer before contracts are exchanged.
Estate agents are required to pass offers to the seller up until exchange.
If the seller decides to accept a higher offer from another buyer, this is commonly referred to as gazumping.
That can be extremely frustrating for the original buyer, particularly if money has already been spent on surveys, searches and legal work.
You can ask whether the seller is prepared to stop actively marketing the property after accepting your offer. However, having the listing marked Sold STC does not provide the same legal protection as exchange of contracts.
Can a Buyer Pull Out When a Property Is Subject to Contract?
Yes. A buyer can normally withdraw before contracts are exchanged.
There are numerous reasons this can happen.
For example:
- A survey reveals serious problems.
- The mortgage application is declined.
- The lender values the property below the agreed price.
- Searches reveal an issue.
- Legal enquiries uncover a title problem.
- The buyer’s circumstances change.
- Another transaction in the property chain collapses.
- The buyer simply decides not to proceed.
This is why we recommend avoiding the assumption that an accepted offer guarantees the purchase will complete.
If you are purchasing your first property, our first-time buyer tips cover some of the preparation that can reduce problems before and during the transaction.
Can a Seller Pull Out When the Property Is Subject to Contract?
Yes. Until exchange, the seller can also normally decide not to proceed.
A seller might withdraw because:
- Their circumstances have changed.
- Their onward purchase has fallen through.
- They decide not to move.
- They receive another offer.
- The buyer tries to renegotiate the price.
- The transaction is taking too long.
Again, the position becomes very different after exchange.
When Does Subject to Contract End?
The Subject to Contract stage ends when contracts are exchanged.
Before exchange, both solicitors will generally need to be satisfied that the transaction is ready to proceed.
For a buyer, that can involve confirming:
- Searches have been reviewed.
- Legal enquiries have been answered satisfactorily.
- The title has been checked.
- The mortgage offer is available where required.
- Survey issues have been considered.
- The contract has been approved.
- The completion date has been agreed.
- The required deposit is available.
Once the buyer and seller are ready, their solicitors exchange contracts.
At that point the transaction becomes legally binding.
What Is Exchange of Contracts?
Exchange is the stage where the buyer and seller enter into the binding agreement to complete the transaction.
The signed contracts are exchanged by the parties’ solicitors, and the completion date is fixed.
This creates a fundamental change in legal status.
Before exchange:
The parties intend to buy and sell.
After exchange:
The parties are contractually committed to buy and sell.
Pulling out after exchange can therefore have serious legal and financial consequences.
What Is the Difference Between Exchange and Completion?
Exchange and completion are separate milestones.
Exchange of contracts makes the purchase legally binding.
Completion is when the purchase money is transferred and ownership passes to the buyer.
There may be a period between the two stages, although the length varies between transactions.
On completion day, the buyer’s solicitor sends the purchase funds to the seller’s solicitor. Once completion has taken place, the keys can normally be released and the buyer can move in.
Our property buying solicitors can handle the legal work from the initial transaction through to completion and registration.
How Long Does a Property Stay Subject to Contract?
There is no fixed legal period.
The Subject to Contract stage lasts from acceptance of the offer until exchange of contracts, assuming the transaction proceeds.
Government home-buying guidance uses approximately 12 weeks as an illustration of the period from buying Subject to Contract through to moving in, while making clear that precise timing varies.
In practice, a transaction can take less or considerably more time.
Factors affecting the timescale include:
- Property searches.
- Mortgage approval.
- Survey findings.
- Legal enquiries.
- Leasehold documentation.
- Problems with the title.
- The speed of other parties in the chain.
- Missing certificates or paperwork.
- Renegotiation following a survey.
- Agreement over the completion date.
We would therefore treat any quoted completion timescale as an estimate rather than a promise.
Why Do Subject to Contract Sales Fall Through?
There is no single reason.
A property transaction contains several moving parts and a problem with any one of them can stop the purchase.
Mortgage Problems
A buyer may initially believe they can borrow enough but encounter difficulties during the full mortgage application.
A lender could also value the property below the agreed purchase price.
Survey Problems
A survey can uncover expensive defects that cause the buyer to reconsider the purchase or ask for a lower price.
Problems With the Legal Title
The solicitor may uncover restrictions, missing rights, discrepancies or other title issues requiring further investigation.
Property Chain Problems
A buyer may need to sell their existing property before they can complete.
The seller may also be relying on another purchase.
If one transaction fails, several connected transactions can be affected.
Delays
Sometimes a transaction does not fail because of a major legal problem. It fails because one party becomes frustrated by the length of time the process is taking.
Responding quickly to requests from your solicitor, mortgage provider and surveyor can reduce avoidable delays.
Can You Make an Offer on a House That Is Sold STC?
You can make an offer, but that does not mean the seller will accept it.
A seller who has already accepted another buyer’s offer may be committed to progressing that transaction in practical terms, even though it is not yet legally binding.
However, estate agents must pass offers to the seller until contracts have exchanged.
Whether making an offer on an SSTC property is worthwhile will depend on the circumstances.
Should You Stop Looking at Other Properties After Going Subject to Contract?
That is a personal decision.
Once you have committed money to searches, surveys and legal work, we would generally recommend focusing on progressing the agreed purchase rather than continuing to search casually.
However, it is worth remembering that the transaction is not guaranteed until exchange.
The important point is to understand your legal position rather than assuming the property is already yours.
Should You Book Removals While Subject to Contract?
We would be cautious about making non-refundable arrangements.
Before exchange, the completion date is not legally fixed.
You can research removal companies, obtain quotations and start organising the move, but committing to an inflexible date too early could cost you money if the transaction is delayed.
After exchange, you normally have much greater certainty because the completion date has been contractually agreed.
Should You Buy Furniture Before Exchange?
Again, we would advise caution.
Buying furniture is not legally connected with the conveyancing process, but large non-refundable purchases can create practical problems if the property transaction fails.
There is also another reason to be cautious if you need a mortgage: taking out new credit before completion could potentially affect your financial circumstances.
If you are considering any significant financial commitment while your mortgage is progressing, it can be sensible to check its implications first.
How Can You Reduce the Risk of an SSTC Purchase Falling Through?
You cannot remove every risk, but preparation helps.
We recommend:
- Instructing your solicitor promptly.
- Supplying ID and source-of-funds evidence quickly.
- Progressing your full mortgage application.
- Arranging the survey without unnecessary delay.
- Responding promptly to solicitor enquiries.
- Reading documents when they arrive.
- Keeping your deposit readily accessible.
- Raising concerns as soon as they arise.
- Avoiding assumptions about completion dates before exchange.
If a problem is discovered, finding out sooner usually gives everyone more time to investigate and decide how to proceed.
Does Subject to Contract Protect the Buyer?
Not in the same way as exchange of contracts.
The words primarily indicate that negotiations and arrangements remain subject to a final contract.
They allow the buyer to investigate the property before becoming legally committed, which is important because searches, surveys and legal enquiries may reveal information that affects the decision to proceed.
However, they do not reserve the property with absolute certainty.
The seller can still potentially withdraw or accept another offer.
Does Subject to Contract Protect the Seller?
It also gives the seller flexibility before exchange.
For example, if the buyer cannot obtain a mortgage, repeatedly delays the transaction or attempts to renegotiate the price, the seller is not normally contractually obliged to proceed before exchange.
The flexibility therefore works in both directions.
Buying a Subject to Contract Property in Reading
The legal meaning of Subject to Contract is the same whether you are buying in Reading or elsewhere in England and Wales, but using a solicitor familiar with residential property transactions can help you understand each stage and resolve questions as they arise.
Our conveyancing solicitors in Reading assist buyers and sellers throughout the conveyancing process, including searches, enquiries, mortgage requirements, exchange and completion.
Subject to Contract: What Should You Do Next?
If your offer has just been accepted Subject to Contract, we recommend concentrating on progressing the transaction rather than treating the purchase as complete.
In practical terms:
- Instruct your solicitor.
- Progress the full mortgage application if required.
- Provide your identification and source-of-funds documents.
- Arrange an appropriate property survey.
- Allow your solicitor to carry out searches and investigate the title.
- Deal with any problems revealed by searches or the survey.
- Review and resolve legal enquiries.
- Make sure your mortgage offer is ready.
- Agree the completion date.
- Exchange contracts when you and your solicitor are satisfied.
Subject to Contract gives you an important opportunity to investigate the property before you become legally committed.
Once contracts are exchanged, however, the position changes. The transaction becomes binding and both parties are expected to complete on the agreed terms.
Understanding that distinction can prevent one of the most common misunderstandings in the home-buying process: an accepted offer is an important milestone, but exchange of contracts is the point at which the deal becomes legally binding.
Frequently Asked Questions
Can you withdraw from a Subject to Contract offer?
Yes. In England and Wales, either party can normally withdraw before exchange of contracts because the property sale is not yet legally binding. You may, however, lose money already spent on surveys, searches, mortgage applications or legal work.
Can the price change after an offer has been accepted?
Yes. The buyer or seller can potentially seek to renegotiate the price before contracts are exchanged. A common example is a buyer asking for a reduction after an expensive defect is discovered during the survey.
Does Sold STC mean I cannot view the property?
Not necessarily. A seller may stop active viewings after accepting an offer, but the exact approach depends on the seller and estate agent. Being marked Sold STC does not itself make the sale legally binding.
Can an estate agent accept another offer after mine?
The seller decides which offer to accept. Until exchange, an estate agent must pass offers received to the seller, who can decide whether to continue with the existing buyer or consider another offer.
When does a house purchase become legally binding?
For a normal residential purchase in England and Wales, the agreement becomes legally binding when contracts are exchanged.
Is a mortgage offer enough to make the purchase binding?
No. Receiving a formal mortgage offer is an important stage, but it does not make the property purchase legally binding. That happens at exchange of contracts.
How long can a house remain Sold STC?
There is no fixed maximum period. The property can remain Sold STC while conveyancing, searches, surveys, mortgage work and enquiries are being completed. More complicated transactions can remain at this stage for longer.
Can you exchange contracts without completing on the same day?
Yes. Exchange and completion can take place on different dates. The completion date is agreed as part of the transaction. In some circumstances exchange and completion can occur on the same day.
