Acting for Both Parties: Conflict Management in Conveyancing

When can a solicitor act for both buyer and seller in a conveyancing transaction? The rules, the risks, and the practical safeguards UK law firms need to have in place.

Acting for both parties in a conveyancing transaction used to be routine. It isn't anymore; and for good reason. The SRA has become increasingly focused on conflicts of interest, and the risks to the firm of getting this wrong are significant: professional negligence claims, SRA investigations, and PII premium hikes.

But there are still situations where acting for both parties is permissible, and where it can be efficient for the client and the firm; provided the right safeguards are in place.

This guide covers the rules, the practical considerations, and how to manage the risks.

The SRA's position

The SRA Code of Conduct does not prohibit acting for both parties in a conveyancing transaction. But it does require solicitors to:

Act in the best interests of each client
Not act where there is a conflict of interest, or a significant risk of conflict
Ensure that each client gives informed consent to the firm acting for both parties
Have proper information barriers in place where appropriate (see our guide on AI and information barriers for how this works in practice)

The SRA's guidance distinguishes between:

No conflict; where the interests of both parties are aligned or where the transaction is straightforward enough that no conflict can reasonably arise
Potential conflict; where there is a risk that the interests of the parties may diverge, requiring safeguards
Actual conflict; where the interests of the parties are directly opposed, and the firm must cease acting for one or both

The distinction is not always clear. The firm must make a judgement call based on the specific circumstances of the transaction.

When it may be acceptable

Acting for both parties may be acceptable in the following situations:

Transfer of equity with no consideration

Where one party is transferring a share in a property to another (e.g., a spouse being added to the title) and no money is changing hands, the interests of both parties are largely aligned. The firm can act for both, provided both give informed consent.

Remortgage with no change of ownership

Where the owner is simply remortgaging the property, there is only one client (the owner). But where the existing lender and the new lender both need representation, the firm may act for the owner and deal with both lenders; provided there is no conflict between the lenders' requirements.

Standard sale and purchase with no unusual terms

Where the transaction is a straightforward residential sale and purchase at an arm's length price, with no unusual terms or conditions, the firm may act for both buyer and seller; provided:

Both parties give informed consent
The firm has not previously acted for one party in a way that gives rise to a conflict
There are no title issues that could create a dispute between the parties
The parties are not related in a way that creates a conflict (e.g., a parent selling to a child at below market value; this requires separate representation)

Commercial transactions with sophisticated parties

Where both parties are commercial entities with their own legal advisors reviewing the transaction, acting for both parties may be acceptable; provided both have independent advice on the terms of the deal.

When it is not acceptable

Acting for both parties is not acceptable where:

There is a disparity in the parties' knowledge or experience; e.g., a developer selling to a first-time buyer, where the developer is commercially sophisticated and the buyer is not
The price is not arm's length; e.g., a related-party transaction at below market value
There are title disputes or enquiries that could pit the parties against each other
One party is in a vulnerable position; e.g., a divorce sale where one spouse is under pressure
The firm has confidential information from one party that could be relevant to the other party's position
There is any indication that one party is being pressured by the other to use the same solicitor

In these situations, the firm must decline to act for one party; or, if already acting, must cease acting for one or both parties immediately and advise both to seek independent representation.

The informed consent requirement

Informed consent means more than getting a signature on a form. Both parties must:

Understand that the firm is acting for both of them
Understand that their interests may not always be aligned
Understand that the firm cannot prefer one party's interests over the other
Understand that if a conflict arises, the firm may have to cease acting for both parties
Agree to this arrangement in writing

The client care letter should set out the position clearly. It should state:

That the firm is acting for both parties
The nature of the potential conflict
The safeguards the firm has in place
That either party can seek independent advice at any time
That the firm will cease acting for both parties if a conflict arises

Both parties should sign the client care letter confirming they have read and understood this.

Practical safeguards

If the firm decides to act for both parties, the following safeguards should be in place:

Separate fee earners

Different fee earners should handle each party's work. This reduces the risk of one party's interests being unconsciously favoured. It also makes the information barrier more robust; the fee earner acting for the buyer does not discuss the buyer's strategy with the fee earner acting for the seller.

Separate files

Each party should have a separate matter file, even if the matter management system groups them together for workflow purposes. Confidential information about one party (e.g., the seller's reason for selling, or the buyer's intended purchase price) should not be accessible to the other party's file.

Clear communication protocol

Establish a protocol for communication. If a fee earner receives information from one party that is relevant to the other party's position, they need to know how to handle it. Generally:

Information that both parties are entitled to know (e.g., the completion date) should be shared with both
Information that is confidential to one party (e.g., the seller's minimum acceptable price) should not be shared with the other party's fee earner
If in doubt, the fee earner should escalate to the supervising partner

Regular conflict reviews

At each stage of the conveyancing process, review whether a conflict has arisen. The key points are:

Title review; if an issue emerges that the buyer would want to raise as an enquiry but the seller would want to keep quiet, that's a conflict
Price negotiation; if the buyer wants to renegotiate based on survey results, the firm cannot act for both
Completion delays; if one party is causing the delay and the other party wants to enforce the contract, that's a conflict

If a conflict arises, the firm must cease acting for both parties. Not just one; both. This is because the firm holds confidential information from both parties, and continuing to act for either one could prejudice the other.

What to do if a conflict arises

If a conflict arises mid-transaction:

Stop work immediately on both matters
Notify both parties in writing that the firm can no longer act for either of them due to a conflict
Recommend that both parties instruct new solicitors
Transfer the files to the new solicitors promptly
Do not charge for the time spent on the conflict notification and file transfer; this is a cost the firm should bear, as the firm took the risk of acting for both parties
Review the matter internally to understand what went wrong and whether the firm should change its policy on acting for both parties

Where OrdoLux fits

OrdoLux is a matter-centric practice management platform with Checkboard integration for KYC and AML checks that includes conflict checking at file opening. Each matter has its own workspace with parties, documents, time, and billing; and separate fee earners can work on separate matters without sharing confidential information.

OrdoLux also includes SharePoint document storage with per-matter folders, client onboarding workflows with built-in consent capture, and a full audit trail on every matter; so if a conflict arises, the firm has a clear record of who did what and when.

See all features or book a demo.