Rent Roll sales and acquisitions involve the transfer of property management rights from one party (the Seller) to another (the Buyer). To ensure a smooth transition and safeguard the interests of all parties involved, these agreements require specific provisions tailored to the nature of the transaction. In this article, we delve into the essential components that should be incorporated into a Rent Roll Agreement, highlighting their importance in the process.

1. Retention of Funds:

One of the fundamental aspects of a Rent Roll Agreement is the retention of a percentage of the purchase price. This sum is held in trust by a designated stakeholder, typically the seller’s solicitor. The purpose of this retention is to provide a safeguard for the buyer, enabling them to file claims for any potential loss of management rights within a specified timeframe post-settlement. By including this provision, the buyer mitigates the risk of management losses arising after the sale is concluded (i.e., where the property is sold, or the owner appoints another agent).

2. Retention Claim Process:

Clarity is key when defining what constitutes a lost management right and outlining the steps a buyer must take to make a claim on the retention amount. This portion of the agreement ensures that both parties are on the same page regarding the circumstances under which a claim can be made, promoting transparency and minimising disputes.

3. Transfer of Property Management Files:

The Rent Roll Agreement should encompass a provision detailing the specific documents that will be handed over to the buyer upon settlement. This provision ensures that the buyer has access to the information required to assume responsibility for the properties promptly and effectively from completion.

4. Non-Compete Clause:

This clause restricts the seller from operating as a sales or rental agent for the properties that are part of the management rights sold to the buyer. By establishing these boundaries, the agreement ensures the Buyer receives the full benefit of the rent roll purchased.

5. Safeguarding Confidentiality:

In the course of the transaction, sensitive information may be shared between the buyer and the seller. To protect the seller’s interests in case the contract terminates before settlement, a confidentiality provision should be integrated into the Rent Roll Agreement. This safeguard ensures that information obtained during the negotiation process cannot be used by the buyer for personal gain in the event it decides not to proceed with the purchase.


Rent roll sales and acquisitions entail a unique set of challenges and intricacies that necessitate a carefully tailored Rent Roll Agreement. While the provisions highlighted above represent just a portion of what should be included, they underscore the importance of addressing specific aspects inherent to this type of transaction. Due to the varying sizes of rent rolls and potential risks involved, it is imperative for both buyers and sellers to seek guidance from an experienced solicitor well-versed in rent roll sales and acquisitions. With a carefully drafted Rent Roll Agreement in place, all parties can navigate the intricacies of the transaction confidently, safeguarding their interests and ensuring a successful outcome.

If you’re considering a rent roll sale or acquisition, don’t leave anything to chance. Our solicitors have over a decade of experience in rent roll sales and acquisitions, ensuring that your interests are protected every step of the way. Contact us today for guidance and advice to ensure your Rent Roll Agreement is tailored to your unique needs. Your successful transaction starts with us!