Navigating USD transactions in the UK property market

Written by Edmund Fetherston-Dilke & Annabel Dean

For international clients, currency can be as important as the property itself when structuring a sale. In this case study, our Residential Property team provides an overview of advice given to US clients selling their house in the Cotswolds against the backdrop of ongoing global events and currency volatility.

We were instructed by an American couple on the sale of their home in the Cotswolds. During an initial call, our clients explained that they would be spending less time in the UK going forward and wanted to use the proceeds of the sale to purchase a summer house in the Hamptons. Our clients had received an offer for the Cotswolds property and were keen to proceed as quickly as possible.

Our clients had already taken tax and structuring advice but were concerned about exposure to currency exchange rates so asked if it would be possible to sell the property for a price set in US dollars (USD) instead of British pounds sterling (GBP) – to mitigate the risk of currency fluctuations between exchange and completion (which was tabled to take place several weeks after exchange).

We were able to reassure them that this was perfectly possible (albeit unusual) from a legal standpoint, however, the main barrier would be whether the buyer would be amenable. Our clients took that away and discussed it with the agent, who was able to agree with the buyer to fix the price in USD. The memorandum of sale was circulated later that day, stating the USD price.

With the green light from our clients, we were straight to work. We were well placed to pull together the sales pack at short order, as we acted for our clients on the purchase of the property, and members of our planning and construction team (alongside a brilliant architect, interior designer and wider project team that we helped to assemble) had advised our clients on the extension and refurbishment of the property that followed after completion.

As a firm we have a USD client account so are in a very good position to act on matters of this nature, although it is highly unusual for UK property transactions to be agreed in a different currency, so there were several interesting implications.

We had a very early call with the buyer’s lawyer as we wanted to settle the legal practicalities as soon as possible, particularly given the buyer’s lawyer did not have a USD client account. The buyer’s lawyer explained that his client (who is also from the US) was adamant that he did not want to convert the purchase monies into GBP and wanted to place funds directly into our USD client account, so that a currency conversion would not be necessary. We explained that for us to be comfortable that our clients’ position was adequately protected, we would need to be holding the deposit in our client account prior to exchange and would then need to receive the purchase monies in cleared funds before completion could take place. We would also need to complete a Know Your Customer (KYC) exercise on the buyer to satisfy ourselves that the funds were being sent from a legitimate source and individual.

The buyer was happy to proceed on this basis if we would undertake (to his lawyer) to hold the deposit and purchase monies strictly to order pending exchange and completion respectively. This was a reasonable request, and we worked collaboratively with the buyer’s lawyer to agree thoughtful variations to both the Standard Conditions of Sale (5th edition) and Code for Completion by Post (which contains the standard undertakings that solicitors give each other to facilitate the usual completion process).

SDLT would still need to be paid in GBP (and this would need to be calculated by converting the SDLT payable into GBP using the London closing exchange rate on the completion date), so this was dealt with between the buyer and his lawyer in the usual way.

Our clients completed their house sale smoothly (during a period of particular currency volatility) and were relieved to be able to look towards completion without having to overly worry about the impact of global events on the value of the USD against the GBP.