Can I sign a residential conveyancing contract on behalf of a client?

I’m ready to exchange contracts on the purchase of a residential property. My client is a company and I’ve been asked to sign the contract on its behalf as all the directors are overseas. Can I sign on my client’s behalf?

You may sign the contract on behalf of the company. Before doing so, you must check that the company has been properly incorporated.

Failure to confirm that the company has been validly incorporated could result in your firm facing claims for professional negligence and repudiatory breach of contract.

For further guidance, see Royal Mail Estates Ltd v Maple Teesdale Solicitors and another [2015] EWHC 1890 (Ch).

It would be prudent to obtain written evidence to confirm that the company has validly authorised the transaction and to check the memorandum and articles of association to confirm that the company is able to undertake such a transaction.

You should also obtain express written authority from the directors of the company to sign the contract.

Failure to obtain authority to sign the contract may render you liable in damages for breach of warranty of authority.

Before requesting this authority, you should inform the client about the legal consequences of giving you authority to sign and that your signature will lead to authority to exchange contracts and be bound by the transaction.

For more information, see our Conveyancing Handbook (26th edition).

Disclaimer

While every effort has been made to ensure the accuracy of the information in this article, it does not constitute legal advice and cannot be relied upon as such. The Law Society does not accept any responsibility for liabilities arising as a result of reliance upon the information given.

Have you got a practice question? Call the Practice Advice Service on 020 7320 5675 or email practiceadvice@lawsociety.org.uk

The Practice Advice Service is staffed Monday to Friday from 9am to 5pm.