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Sole Selling Rights – Check the Small Print!

14 February 2019

Blog, Civil Litigation

In the last two years our Civil Litigation Department has seen an increase in the number of instructions from businesses in the defence of contractual claims by commercial agents for ‘outstanding’ fees.

These agents generally offer their services under what are commonly known as ‘sole selling business rights’ which means that for the duration of the contract, unless and until terminated, they have the exclusive right to market the client’s business and property. Payment of the agent’s fees are usually contingent upon the conclusion of the contract for the sale of the business although there is often a ‘one off’ marketing fee which is paid up front.

Utilising a reputable commercial and business agent in the sale of a business or property can result in a very successful outcome for the client. However, it is advisable for any business who is contemplating instructing an agent to do so with caution.

Civil Litigation - Mandy Anfield and Gordon SewellThe protections afforded under the consumer rights legislation are unlikely to apply since on the application of EU Regulations in this area, the Courts have decided that a person who is exploiting his or her trade by selling their business to realise a capital asset is acting in the course of that business and not as a consumer. They are effectively seeking to achieve one of the purposes of having business, namely to realise its capital value.

Commercial agents usually operate under standard terms and conditions in small print which can obligate the client to pay a fee, in certain circumstances, long after the contract has come to an end. The terms may not stipulate what the client is getting for their money. Cancellation of the contract may be contingent on payment of a cancellation charge. The agent may seek to bind the person signing the agreement under a personal guarantee and if the client has second thoughts after signing, unless there is a ‘cooling off period’ in the agreement, the client will usually find that they are unable to cancel the agreement.

It’s also worth bearing in mind that the Sales Representative for the agent may work on a commission and will have a financial incentive to get the client signed up.

If you are approached by a commercial and business agent or you approach them, it is advisable to:

  • Research the agent. Are they reputable and have they got a good track record?
  • Check the agent a member of the Property Ombudsman Scheme and subject to the Ombudsman Code of Practice (tpos.co.uk)?
  • In the first instance, ask the agent to send you a draft copy of their terms and conditions.
  • Do not be pressured in to signing the agreement. Give yourself plenty of time to read the terms and conditions. Make sure you understand them!
  • Check who the parties to the contract are and does it purport to include a personal guarantee?
  • Check the standard terms and conditions very carefully including the services the agent will provide; the fees and the circumstances when a fee will become; your rights to terminate how this is achieved and whether a termination fee is payable.
  • Satisfy yourself about the nature and extent of the services provided i.e. what exactly is included with the price.
  • If you are in any doubt about any aspect of the terms and conditions seek written clarification from the agent although if the agreement includes a ‘non-variation’ or ‘entire agreement’ clause then what is stated either before or after the agreement has been signed may not be binding.
  • If necessary, seek legal advice.

If you require any legal assistance from the Civil Litigation Department at Williamsons Solicitors, please do not hesitate to contact us on 01482 323697.

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Mr Longhorn

Very helpful and supportive and kept me informed all through the process; it went very smoothly and that owes a lot to how they managed it in such a professional manner

Mr and Mrs Hutson

Throughly pleased with all aspects of the service, always updated on every change, or new information regarding the sale of our house and purchase of the new property. Everything went smoothly and couldn't fault the attention to detail and customer service. Thank you to Beth and all who assisted in the process.

Gary R

Efficiency, friendly and supportive Karen Saunders gave excellent advice with no nonsense answers to my enquires and difficult decisions

Mr Adams

Efficient and friendly from start to speedy finish

Sue W

In May 2017 after a long & painful road of recovery wich is still ongoing today. I finally plucked up the courage & decided to approach Willams Solicitors as I felt that there was something very wrong with the poor service i received in March 2015 from 1 1 1. Having made two calls over the weekend. Inspite of right leg being in immense pain & stone cold I was told that i had probably pulled a muscle nothing they could do for me & to visit my GP So after a weekend of struggling with pain i visited my GP to be rushed to Hospital with absent pulses in the right foot. On examination there was a blood clot on my right knee caused by Critical ischaemia nothing whatsoever to do with a pulled muscle. I was told i needed a thrombosis procedure to dissolve blood clot if this was unsuccessful they would have no other choice than to amputate below the right knee I was devastated Thanks to this amazing solicitors who advised me that they felt 1 1 1 had possibly been neglectful & would like to take my case on. With an outstanding Nick Gray becoming my solicitor & the amazing team of experts including Julian Matthews an absolutely brilliant barrister Vascular surgeons experts Professor sir Peter Bell & Professor Shearman who were also amazing in highlighting the Hospital were neglectful as well & need not of removed my leg & could have avoided amputation. All of the other team of experts who helped with this case as well were very good In fact I had a fantastic team i couldn't fault Williams solicitors at all. They proved all 3 defendants to be negligent & they got me an amazing settlement far more than I could ever dreamed of & in a short space of time A huge thanks to Nick Gray & his fantastic team inside & outside Williams I can start rebuilding my life knowing I can afford to have & get the very best in making life a lot easier. I can't have my leg back but I can now smile again knowing life won't be a struggle. I would strongly recommend this Solicitors to anybody who needs a professional honest caring & worth every penny Solicitor you will not be disappointed. Once again a massive Thank you to Nick Gray & all his team ❤ Sue Willoughby

Mrs Pannhausen

Very impressed with Suzanne, Beth & Natalie at the Bridlington Branch, they give 100%, will use them again & recommend them to friends & family.

Mr and Mrs Preston

Williamson’s provide an excellent service at a reasonable price. Very easy to deal with and excellent communication was provided all the way through the transaction. Just what you need in a solicitor.


I would highly recommend Williamsons Solicitors, Gordon represented me for my case and was excellent. Always on the end of the phone when I need him. overall top job thankyou. Mr Lloyd Milner

Mr & M

Very friendly and efficient service always replying to any queries and emails on the same day. If solicitor not in still dealt with by other staff. Would definitely recommend and will use again

Mr Andrew W

They have handled my house moving with professionalism and friendliness and kept in touch regularly to keep me updated I would strongly recommend them 👍

Mr Deeley

Very good service from everyone I dealt with at Williamson's. They were very quick and responsive and gave that extra push to get me completed before the Christmas holiday! A very nice Christmas present for me!

Mr E A

Very good service.

John B

Friendly service straight to the point no messing around ... from start to finish less then 4 month Yana had every thing in hand many thanks

Mr and Mrs Rollinson

Excellent service from start to finish Alison Craven explained everything in detail making sure we understood

Broadley H

Excellent service from Williamsons throughout a very protracted property transaction. Carey was patient and helpful at all times and we would highly recommend Williamsons based upon our experience. Thank you :)

Paul B

Hi, Thankyou for helping me with the sale of my late mothers house. You kept me informed and processed the transaction very quickly. Regards...Paul

Mr William E

Williamsons Bridlington office conducted the conveyancing of my house recently. The customer service was exceptional and very professional. The regular communications were very helpful and i was kept up to date throughout the process. Many thanks to Suzanne, Beth and all the staff at the Bridlington office.


Friendly supportive service. Explained everything and responded to queries promptly


Its always difficult when you are selling a house but even more so when it is a probate sale. Williamsons have handled my sale with sensitivity and efficiency and have supported me throughout the process.

Mr & M

Very efficient, prompt replies to queries, show good team work and a very reasonable bill at the end.

Mr D A

I was given an efficient, friendly and courteous appointment.