Selling a lettings agency's managed portfolio: asset sale with the deferred price in escrow
A West London agency selling its book of managed properties, with the deferred price held in escrow and the seller's exposure capped, completing with a second buyer after the first fell away
By Malcolm ZoppiProperty
Key facts
- Deal type
- Asset sale
- Acting for
- Seller (the agency company)
- Business
- Lettings and estate agency, Chiswick, West London
- Sector
- Property
- Deal value
- Priced per managed property
- Structure
- Asset sale of the managed portfolio; deferred payments held in escrow by the buyer's solicitors; lease assignment of the premises
- Timescale
- First buyer fell away in July 2024; sale to a second buyer completed a year later
- Completed
- July 2025
- Lead solicitor
- Malcolm Zoppi
At a glance
The owner of a West London lettings and estate agency decided to sell the agency's book of managed properties. We acted for the seller on an asset sale. A first buyer fell away in July 2024; a year later the business was sold to a second buyer, with the deferred part of the price held in escrow by the buyer's solicitors and the seller's indemnities capped. The sale completed in July 2025.
The client and the objective
The seller wanted to exit the lettings business, be paid the full price including the deferred element, and limit any continuing liability for the period before the sale.
The deal
- Asset sale of the agency's managed portfolio, priced as a multiple per property.
- Deferred payments held in escrow in the buyer's solicitors' client account.
- Assignment of the lease of the agency's premises.
- Arrangements for a member of staff leaving the business.
Key legal issues and how we solved them
Making sure the deferred price was paid
Part of the price depended on the managed properties staying with the buyer. Rather than rely on the buyer's promise to pay, we had the deferred sums held in escrow by the buyer's solicitors, to be released on agreed terms.
Capping the seller's exposure
Some tenancies may not have had all the required checks carried out in the past, and the buyer wanted wide indemnities. We qualified and capped the indemnities so that the seller's exposure was limited and known.
Removing terms that did not fit
The buyer's draft restricted the seller from letting out the premises after the sale, but the seller was not the landlord. We removed it, and resisted requests for documents that went beyond what the buyer needed.
Starting again after a buyer falls away
The first sale fell through in July 2024. When the second buyer came along, the agreement was updated rather than redrafted, which saved time and cost.
Outcome
The sale completed in July 2025. The seller has exited the lettings business, the deferred price is protected in escrow, and the seller's continuing liability is capped.
What this deal shows
- Escrow is a simple way to make sure a deferred price is actually paid.
- Indemnities for historic issues should be specific and capped.
- A deal that falls through is not wasted work; the documents can carry over to the next buyer.
“The first buyer fell away, but the work was not wasted. A year later the same documents, updated, got my client a completed sale with the deferred price safely in escrow.”