What should heads of terms cover in a portfolio sale?
Heads of terms are a short written summary of the main points agreed for a sale before contracts are drafted: price, which properties are included, timetable, conditions and who pays which costs. They are normally not legally binding, apart from clauses such as exclusivity and confidentiality.
Read more in our guide: Selling multiple properties
Typical heads of terms for a portfolio
| Item | What to agree |
|---|---|
| Parties | Seller and buyer entities, including any company |
| Properties | Schedule of addresses and title numbers |
| Price | Total and how it is apportioned per property |
| Basis | Sale with tenants in place or vacant possession |
| Timetable | Target dates for draft contracts, exchange and completion |
| Conditions | Survey, finance, lender consent, any exclusions |
| Exclusivity | Period during which the seller will not deal with others |
Why they matter in a portfolio sale
A single house sale relies on a memorandum of sale from the agent. A portfolio has many more moving parts: dozens of titles, tenancies, lenders and sometimes a company. Heads of terms fix the commercial deal so the solicitors draft one contract to match, rather than renegotiating each point.
Price and apportionment
The headline price is usually split across the properties. The split affects the buyer's Stamp Duty, each lender's redemption and the seller's CGT calculation, so it should be agreed early and be realistic, since HMRC can challenge an artificial apportionment.
Exclusivity and binding clauses
Buyers spending money on surveys and legal work often ask for exclusivity. Keep it short, linked to the timetable, and ending automatically if milestones are missed. Confidentiality clauses, or a separate non-disclosure agreement, protect tenant data and commercial information.
Protecting the seller
- State whether the price allows for known issues so they are not renegotiated later.
- Ask for proof of funds or a finance agreement in principle.
- Agree how rent, deposits and arrears are apportioned at completion.
- Set out what happens if a property drops out, for example a pro rata price reduction.
Official Sources and Further Reading
General information for landlords in England, checked against official sources in October 2026. It is not tax, legal or financial advice: speak to a qualified accountant or solicitor about your own circumstances.
Frequently Asked Questions
Heads of terms are a short written summary of the main points agreed for a sale before contracts are drafted: price, which properties are included, timetable, conditions and who pays which costs. They are normally not legally binding, apart from clauses such as exclusivity and confidentiality.
Yes, in most cases, because the terms are subject to contract. Only clauses stated to be binding, such as exclusivity, can be enforced.
Usually the agent or consultant handling the sale, checked by both solicitors.
Yes. They give solicitors a clear brief and reduce the back and forth that can delay exchange.
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