Sale and Purchase Disputes

A sale and purchase dispute arises once a property transaction has broken down or gone wrong, rather than during the ordinary course of buying or selling. That covers two distinct situations.

The first is a purchase that never completes, most often after a property auction, where the buyer or seller ends up disputing a deposit or facing a claim for the shortfall on resale. The second is a purchase that does complete, but where the buyer later discovers a defect, false statement, non-disclosure that the seller was obliged to reveal beforehand, or some other problem arises.

Both situations sit outside of the conveyancing process. Conveyancing solicitors process the transaction; we’re instructed once the transaction has exchanged or completed, but where something has gone wrong which needs to be argued, negotiated, or litigated.

Some sale and purchase disputes overlap with disagreements between co-owners about whether, when, or how a property should be sold at all. We are regularly instructed in these types of disputes across the country. If your dispute is with a fellow owner rather than the other party to a transaction, that’s a different claim, usually brought under the Trusts of Land and Appointment of Trustees Act 1996 (TOLATA). Our joint property ownership dispute solicitors handle those claims specifically.

Property auction contracts are binding the moment the hammer falls. There’s no cooling-off period and only limited options after exchange of contracts, and typically no option (to change legal ownership) after completion. If you fail to complete after exchange of contracts, whether because your finance fell through, a survey uncovered a problem, or you simply changed your mind, the standard 10% deposit is at real risk, and the seller may pursue you for the shortfall if the property is resold at a lower price, plus their legal costs and any interest that’s accrued in the meantime. Alternatively the vendor might pursue you to force the sale to completion.

Not every failed completion means an automatic loss, though. You may have grounds to resist a claim for a withheld deposit if:

• The seller misrepresented the property in the auction pack
• The legal pack was materially incomplete
• There’s a genuine defect in title

We regularly act for buyers who’ve received a letter before claim from a seller’s solicitor demanding payment, and for sellers pursuing a defaulting buyer for the difference on a forced resale. We also regularly act for buyers off plan who have ‘exchanged’ but where the developer has then encountered difficulty and you need to recover a deposit or take some other steps. In either position, the earlier you take advice the more options you typically have, particularly around the strict deadlines set out in the Practice Direction on Pre-Action Conduct.

The second common scenario is different in kind: the purchase completed, and it’s only afterwards that a problem emerges. That might be a structural defect, a boundary that doesn’t match the title plan, an unauthorised extension, a history of flooding or subsidence, or a neighbour dispute the seller knew about and said nothing. Once completion has happened, your options narrow, but they don’t disappear. A claim in misrepresentation, or occasionally for breach of contract, can still succeed where the seller gave a false answer, or failed to correct one they knew to be wrong.

A seller isn’t under a general duty to volunteer every fact about a property, but the position changes once they’re asked a direct question. The Seller’s Property Information Form, known as the TA6 (and similar forms relating to sale/purchase of leasehold flats), asks specific questions about disputes, defects, alterations, and known issues, and those answers are relied on by the buyer. Giving a false or misleading answer, or one the seller knows to be incomplete, can found a claim even though the general rule in property sales is buyer beware.

The claims we see most often involve a seller:

• Denying a boundary dispute with a neighbour that was, in fact, ongoing
• Concealing a history of flooding, subsidence, or Japanese knotweed
• Failing to disclose unauthorised building work lacking planning permission, building regulations sign-off, or breach of covenant allegations
• Answering “no” to a question about disputes or complaints when correspondence shows otherwise

The strength of a claim usually turns on the paper trail and evidence: what was asked, what was answered, and what the seller actually knew at the time. The extent and amount of loss is also important. Usually these claims post completion seek to recover loss caused by the unlawful conduct. It might be that someone acted wrongly in the sale/purchase but if there is no loss, there might be no valid claim. This usually needs to be assessed.

As litigation solicitors, our focus is disputes, and we only get involved in transactions when something has gone wrong. We don’t process sales ourselves and we only step in at a point where there is some issue; we resolve the fallout when things happen. That distinction matters because a solicitor used to drafting contracts and answering enquiries isn’t able to litigate a misrepresentation case or defend a claim for a forfeited deposit. We are litigation specialists. 

Our litigators handle the evidence gathering, the correspondence with the other side, the pre-action protocol steps, and, where needed, court proceedings, for both buyers pursuing a remedy and sellers defending one. If you’re a property investor managing multiple transactions, we also act on repeat instructions where a pattern of disputes needs a consistent, commercially-minded approach rather than a one-off response. 

For disputes involving your existing property portfolio more broadly, our property disputes team can also advise. If you’ve already taken advice elsewhere and want an independent view before committing further, our second opinion service is worth considering, and for disputes that touch on a related business or investment structure, our commercial litigation team can assist alongside, with both working very closely in practice because of the nature of our work.

It depends on why the purchase failed. If you simply couldn’t complete, the deposit is usually forfeit. If the seller misrepresented the property, the legal pack was materially incomplete, or there’s a genuine defect in title, you may have grounds to recover it, and we can assess your specific position.

You risk losing your deposit, and the seller may pursue you for any shortfall if the property is later resold at a lower price, along with their legal costs and accrued interest. A County Court Judgment against you can also affect your credit record for six years.

You may have a claim in misrepresentation if the seller gave a false or misleading answer on the property information form, or knew about an issue and failed to correct an earlier answer. We review the paperwork and correspondence to establish whether a claim is viable.

Not once they’ve been asked a direct question. Sellers aren’t obliged to volunteer every fact unprompted, but a false or misleading answer to a specific enquiry, such as those on the TA6 form, can found a claim even where general disclosure isn’t required.

Read it carefully, note the response deadline, and take advice before replying. Letters before claim follow a pre-action protocol with strict timeframes, and an inadequate or late response can weaken your position if the matter proceeds to court.

Yes. A property auction contract becomes binding the moment the hammer falls, with no cooling-off period. Both parties are contractually committed from that point, which is why failing to complete carries such significant financial consequences.