Select Page

Missives: the contract that actually buys the house

Home › Guides › Missives
Property

Missives: the contract that actually buys the house

In Scotland there is no exchange of contracts. There are missives — a series of formal letters between the two solicitors — and when they are concluded, the house is sold. Until that moment nothing is binding, however firmly it has been agreed on the telephone. That single fact catches out more Scottish buyers and sellers than any other in the process.

RFPublished by Rooney Family Law Limited, solicitors, regulated by the Law Society of Scotland · Last reviewed 14th August 2026

That is the answer, and it is also where the difficulty starts. Missives create two quite different positions, and the whole of the risk sits in the switch between them. Before conclusion neither side is bound at all, so a seller may accept a higher offer and a buyer may walk away, and the survey fee and the legal work already done are simply lost. After conclusion both sides are bound and the remedies are real: a buyer who fails to settle on the date of entry pays contractual interest on the price, accruing daily and usually well above commercial rates, and a seller who rescinds may resell and sue for the shortfall, the additional selling costs and the interest already accrued.

So the question that follows “what are missives” is not what the word means, but what your solicitor has put in them, and in particular whether there is a suspensive condition covering the thing you are actually worried about. A suspensive condition is not a general right to withdraw. It operates only on the matter it describes, only for the period stated, and only where notice is given in the form the missives require. The rest of this page sets out how the exchange runs, what those conditions do and do not cover, and the questions worth asking before your offer goes out.

First, the word

A missive, in ordinary English, is simply a letter. In Scots law the word survives in its old sense: the missives are the letters that pass between the buyer’s solicitor and the seller’s solicitor, and taken together they constitute the contract of sale. You will hear people say “the missives”, “concluding missives” and “missives are concluded”. They are all talking about the same document set.

English conveyancing has no equivalent. There the parties sign two identical contracts and exchange them, and the moment of exchange is the moment of commitment. In Scotland the contract is assembled letter by letter, and the moment of commitment is the moment the last letter is issued.

How the exchange actually runs

The sequence is more or less always the same.

The offer. Your solicitor sends a formal written offer to the seller’s solicitor. It is not a one-line letter. It sets out the price, the date of entry, what moveable items are included, and a long list of conditions about title, planning consents, building warrants, central heating certification and much else. In Scotland an offer for a house is submitted by a solicitor rather than by the buyer directly, and an offer made informally to the estate agent has no contractual effect.

The qualified acceptance. The seller’s solicitor almost never accepts the offer as it stands. Instead they issue a qualified acceptance: an acceptance subject to stated changes. In law this is a counter-offer, which is why the original offer no longer stands once it is issued.

Further qualified acceptances. The two solicitors then adjust the remaining points, each letter answering the last. Three or four exchanges is unremarkable. Each is a fresh counter-offer.

The final acceptance. Eventually one solicitor writes a letter accepting the other’s last position without qualification. That letter concludes the missives. The contract exists from that point, and both parties are bound.

This is the point people get wrong

Until that final unqualified acceptance is issued, there is no contract. A seller who has verbally accepted your offer may accept a higher one the following morning and owes you nothing. A buyer who has been told the house is theirs may withdraw without liability. Ask your solicitor one question and ask it plainly: have missives concluded? Everything before that answer is negotiation.

Suspensive conditions, and why they are not an escape route

Missives frequently contain suspensive conditions: matters that must be satisfied before the obligation to proceed takes effect. A common one makes the purchase conditional on a satisfactory local authority report, or on the seller producing a building warrant and completion certificate for an extension.

These are genuine protections, but they are narrow. A suspensive condition is not a general right to withdraw. It operates only on the matter it describes, only for the period stated, and usually only where the party relying on it has acted reasonably and given notice in the form the missives require. A buyer who has second thoughts and hunts through the missives for a condition to hang them on will normally be disappointed.

Missives being conditional on the sale of the buyer’s own house is possible but is uncommon and is rarely accepted by a seller in a competitive market.

Why Scotland does not need “subject to survey”

Since 1st December 2008, under Part 3 of the Housing (Scotland) Act 2006, a seller marketing a residential property in Scotland must provide a Home Report before the property goes on the market. It contains three documents: a single survey with a valuation, an energy performance certificate, and a property questionnaire completed by the seller.

The consequence is structural rather than merely convenient. A Scottish buyer offers with the surveyor’s report already in hand. An English buyer commits to a price first and commissions a survey afterwards, which is why English offers are routinely made “subject to survey” and why English sales collapse at the survey stage. Scotland front-loads that information deliberately.

The single survey is instructed by the seller, but it is addressed so that a buyer and their lender may rely on it. A buyer who wants a more detailed inspection may still instruct their own.

What happens if somebody breaches

Concluded missives are enforceable, and the remedies are real.

The most common breach is failure to settle on the date of entry, usually because the buyer’s funds have not arrived. Missives almost always provide for interest to run on the price from the date of entry until settlement, at a rate set in the contract and typically well above commercial rates. That interest is payable by the buyer to the seller and it accrues daily.

Where the delay continues, the seller may serve an ultimatum letter giving a final period to settle and stating that the contract will be rescinded if it is not. If the buyer still fails to settle, the seller may rescind, resell the property, and sue the original buyer for the difference between the two prices together with the additional selling costs and the interest already accrued. In a market that has moved against the seller, that figure can run well into five figures.

A seller who refuses to settle faces the opposite exposure, and a buyer may in principle seek implement of the contract, which is the Scottish remedy compelling performance rather than merely compensating for its absence.

Do not treat the interest clause as a fee for a few extra days. It is a remedy for breach of contract and it sits alongside, rather than instead of, the seller’s right to rescind and claim damages. If settlement is going to be late, your solicitor needs to know as early as possible, not on the morning itself.

The Scottish Standard Clauses

Most residential missives in Scotland are now built on a standardised set of conditions produced by the profession, which the two solicitors adopt by reference rather than negotiating from first principles. The purpose is to confine the argument to the handful of matters that are genuinely particular to the transaction, and it has substantially shortened the process since it was introduced.

What happens after missives conclude

Conclusion is not the end. It is the point at which the transaction becomes certain and the conveyancing proper begins.

The seller’s solicitor delivers the title deeds and the buyer’s solicitor examines them. A disposition, the deed that actually transfers ownership, is drafted, revised and executed. Searches are carried out. Immediately before settlement the buyer’s solicitor registers an advance notice in the Land Register, which under the Land Registration etc. (Scotland) Act 2012 protects the transaction against a competing deed for a period of thirty five days.

On the date of entry the price is paid, the keys are handed over, and the disposition is delivered. Scottish practice calls this settlement rather than completion. The buyer’s solicitor then registers the disposition in the Land Register, which is the act that makes the buyer the owner, and pays Land and Buildings Transaction Tax to Revenue Scotland. Note that Scotland has its own property transaction tax; stamp duty land tax does not apply here.

The questions worth asking your solicitor

Three, and they take a minute.

Have missives concluded? Not “has the offer been accepted”, which means nothing. Ask for the date.

What suspensive conditions are still outstanding, and when do they expire? A condition that has lapsed because nobody served the required notice in time is a condition that has gone.

What is the interest rate for late settlement, and what is the date of entry? If there is any doubt at all about your funding date, say so before missives conclude rather than afterwards.

Sources

This page explains the law in general terms and is not advice on your own transaction. It states the position as at 14th August 2026. Missives are negotiated individually and the terms of yours will govern your position. Take advice from your own solicitor before acting.