broker-or-direct

---
name: broker-or-direct
description: Turns the question of how to sell your business into a written decision you can hand to a solicitor: the two routes set out job by job, the public record a buyer can already read about you, a clause by clause reading of any agency agreement in front of you against the information the law says you must have been given before you signed, the prescribed meaning of sole selling rights, sole agency and ready willing and able purchaser placed beside the wording the agent actually used, a drafted written enquiry about redress, and a confidentiality position settled before a single figure leaves the building. Use when an agent has sent you an agreement to sign, or before you approach one, or when you are one to three years out and have not yet decided whether to use one at all.
---

# A written decision on how to sell, with every clause of the agency agreement read against what the law says you should have been told first

You give this the shape of what you are selling, your own Companies House record, and the agency agreement in front of you if there is one. You get back a comparison of selling through an agent and selling direct, set out as the jobs each route leaves with you, plus a clause by clause reading of the agreement: which of the three prescribed terms it uses, what each one actually makes you liable for, whether the information the agent had to give you before you signed was given, and a drafted written enquiry about who you complain to if it goes wrong. It will not negotiate a fee for you, it will not name an agent to use, and it will not tell you what commission is normal, because no published figure exists for a single independent UK hospitality business and every number in circulation comes from the people being paid it.

## What it does

1. **Write down what you are actually selling, and in what legal shape, before you speak to anybody.** Three lines settle it: whether you are selling the shares in a limited company or the assets and goodwill of the business; whether the premises are freehold or leasehold, and if leasehold how many years are left; and whether the premises licence sits in your own name or the company's. This decides whether the Estate Agents Act 1979 applies at all, and the Act is the only thing that puts a duty on the agent before you sign. Section 1(1) applies the Act to things done in the course of a business "pursuant to instructions received from another person (in this section referred to as 'the client') who wishes to dispose of or acquire an interest in land". A leasehold or freehold restaurant, pub or cafe is an interest in land, so a business transfer agent instructed to sell one is doing estate agency work and section 18 bites on their agreement. Note the two exclusions while you are here: section 1(2)(a) takes out things done "in the course of his profession by a practising solicitor or a person employed by him", and section 1(2)(d) takes out "carrying out any survey or valuation pursuant to a contract which is distinct from that under which other things falling within subsection (1) above are done". So a solicitor selling it for you is not caught, and a valuation bought under its own separate contract is not caught either.

2. **Read your own public record before the buyer or the agent does.** Companies House gives away, free, "company information, for example registered address and date of incorporation", "current and resigned officers", "document images", "mortgage charge data", "previous company names" and "insolvency information". The same page offers something most owners have never thought about: anyone can "set up free email alerts to tell you when a company updates its details (for example, a change of director or address)". Print your filing history and your list of charges and mark everything that will need explaining, such as a late set of accounts, a charge that was repaid but never satisfied on the register, or a dormant company carrying your name. None of it can be tidied retrospectively, so the only useful move is to have the explanation written down before anyone asks for it. Do this first because it costs nothing, takes an hour, and is the only part of the whole process where you find out what the other side already has.

3. **Build the comparison as a list of jobs, not as a list of feelings.** Write out every job the sale needs done: assembling the information a buyer will ask for, writing the advertisement, deciding who is allowed to see the figures and when, vetting enquiries, holding viewings outside trading hours, keeping the sale from staff and suppliers until you choose to tell them, chasing the buyer's solicitor, and chasing the landlord for consent to assign. Against each job put who does it on the agent route, who does it on the direct route, and how many of your own hours it costs either way. Do not put a price on anything yet. The point of doing it in this order is that an owner who starts with the fee is comparing one number against nothing, whereas an owner who starts with the jobs can see exactly which of them they were never going to do themselves at ten o'clock on a Tuesday night after service.

4. **Get the section 18 information in writing, before you sign, and keep the version that was given to you.** Section 18(1) is a duty owed to you in advance: "Before any person (in this section referred to as 'the client') enters into a contract with another (in this section referred to as 'the agent') under which the agent will engage in estate agency work on behalf of the client, the agent shall give the client (a) the information specified in subsection (2) below". Subsection (2) lists four things: "(a) particulars of the circumstances in which the client will become liable to pay remuneration to the agent"; "(b) particulars of the amount of the agent's remuneration ... or, if that amount is not ascertainable at the time the information is given, particulars of the manner in which the remuneration will be calculated"; "(c) particulars of any payments which do not form part of the agent's remuneration ... but which ... will or may in certain circumstances be payable by the client"; and "(d) particulars of the amount of any payment falling within paragraph (c) above or, if that amount is not ascertainable at the time the information is given, an estimate of that amount". Record each of the four as given before signature, given after signature, or not given, with the date and the document it arrived in. The reason to keep the record is section 18(5): where the agent fails to comply "the contract or, as the case may be, the variation of it shall not be enforceable by him except pursuant to an order of the court under subsection (6)". Section 18(6) then says the court "shall dismiss the application if, but only if, it considers it just to do so having regard to prejudice caused to the client by the agent's failure to comply with his obligation and the degree of culpability for the failure", and may otherwise reduce the sum. That is not a get out of a fee, and this skill never says it is. It is a reason to have the dates written down before there is an argument.

5. **Find which of the three prescribed terms the agreement uses, and read the prescribed explanation beside the agent's own wording.** This is the spine of the whole skill, because the three terms are not synonyms and the difference between them is the entire fee. The Estate Agents (Provision of Information) Regulations 1991, SI 1991/859, set out in the Schedule the exact explanation that must be given for each. Sole selling rights: "You will be liable to pay remuneration to us, in addition to any other costs or charges agreed, in each of the following circumstances: if unconditional contracts for the sale of the property are exchanged in the period during which we have sole selling rights, even if the purchaser was not found by us but by another agent or by any other person, including yourself; if unconditional contracts for the sale of the property are exchanged after the expiry of the period during which we have sole selling rights but to a purchaser who was introduced to you during that period or with whom we had negotiations about the property during that period." Sole agency: "You will be liable to pay remuneration to us ... if at any time unconditional contracts for the sale of the property are exchanged with a purchaser introduced by us during the period of our sole agency or with whom we had negotiations about the property during that period; or with a purchaser introduced by another agent during that period." Ready, willing and able purchaser: "A purchaser is a 'ready, willing and able' purchaser if he is prepared and is able to exchange unconditional contracts for the purchase of your property. You will be liable to pay remuneration to us ... if such a purchaser is introduced by us in accordance with your instructions and this must be paid even if you subsequently withdraw and unconditional contracts for sale are not exchanged, irrespective of your reasons." Put the words in plain terms for yourself and then look at your own situation. Under sole selling rights you pay even if the head chef's brother in law walks in and buys it. Under ready, willing and able you can owe the whole fee having sold nothing at all, because you changed your mind, and the last four words of the prescribed explanation say your reasons do not matter.

6. **Read the remaining clauses against one question: what makes me liable, on what event, and for how long after this ends.** Work through the agreement and record, for every clause, the tie period, the notice you must give to end it, any period after expiry during which an introduction still earns a fee, any withdrawal or abortive fee, any marketing or advertising cost payable whether or not it sells, whether the fee is due on exchange or on completion, and whether VAT is stated as included or added. Those are the clauses that turn a fee you understood into a fee you did not. Put the agent's exact wording in one column and what it makes you liable for in the next, in your own words, and mark any clause where you cannot answer the question at all. A clause you cannot restate is a clause to put in front of the solicitor, not a clause to sign and hope about.

7. **Ask in writing who you complain to if it goes wrong, and do not assume there is anybody.** This is where honest reading matters more than reassurance. Section 23A(1) of the Estate Agents Act 1979 provides that the Secretary of State "may by order require persons who engage in estate agency work in relation to residential property ('relevant estate agency work') to be members of an approved redress scheme for dealing with complaints in connection with that work", and section 23A(8) defines a complaint as one made by a person by virtue of being or having been a seller or buyer of residential property. The fee information duty in section 18 is not limited to residential property. The redress scheme duty is framed around residential complaints. So you may be dealing with someone doing estate agency work who has no ombudsman that will take your complaint about a commercial business sale. Draft a short letter or email asking the agent, by name, which approved redress scheme they belong to and whether that scheme will accept a complaint about the sale of a commercial business, and have your solicitor confirm what comes back. Ask it before you sign, because afterwards it is only a grievance.

8. **Settle confidentiality before a single figure leaves the building.** Decide, in writing and in this order, what a curious enquirer sees, what a named enquirer sees after signing a confidentiality agreement, and what nobody sees before exchange. The Intellectual Property Office publishes model one way and mutual non-disclosure agreements alongside guidance on "how to keep your invention a secret when talking to others", published 12 March 2015, and they are the nearest thing to an official UK template. Be honest about their limit: they were written for an inventor disclosing an invention, not for a business sale, and they do not deal with staff records, customer data, supplier terms or the return and destruction of a data room, so they are a starting point for your solicitor and not a document to sign as it stands. Then read the Information Commissioner's Office due diligence guidance, part of the statutory data sharing code, which says that where a change in organisational structure "means that you have to transfer data to a different or additional controller, you must consider data sharing as part of the due diligence you carry out when taking on the organisation and its obligations", and requires you to establish what data you are transferring, the purposes it was originally obtained for, your lawful basis for sharing it, to document the sharing, and to consider when and how you will inform the people it is about. A seller who emails a staff list or a customer mailing list to a buyer to help them value the business has made that disclosure without doing any of it.

9. **Hand the mechanical work to Codex and keep the judgement for yourself.** Claude hands over the shape of the sale from step 1, the printed public record from step 2, the job list from step 3, the agreement text clause by clause, your record of what was given to you and when, and the confidentiality decisions from step 8. Every judgement call has already been made by you before this point. Run:

   ```
   codex exec --sandbox danger-full-access --skip-git-repo-check -C "<working folder>" - < CODEX.md
   ```

   What comes back is the comparison sheet, the clause table, the section 18 check, the prescribed terms test with the statutory wording set against the agent's, the drafted redress enquiry, the confidentiality log, and a gaps file listing every clause you could not restate and every item of section 18 information you cannot evidence. Codex does not rank the two routes, does not say whether a clause is fair, and never fills a missing date with a guess.

10. **Date the decision, record what it rests on, and send the whole thing to the solicitor before you sign anything.** Write one page at the front: which route you have chosen, the three facts that decided it, what you are still waiting to hear on, and the date. Attach the clause table, the section 18 check and the redress enquiry. An agency agreement signed on the strength of a phone call has no record of what you were told, and the record is the only thing that is worth anything later. Put the date on it because agents change their terms, the prescribed explanations are fixed but the wording around them is not, and a comparison built in January against terms offered in June is a comparison of two different things.

## Then it checks

1. The file states in one line whether the sale is of shares or of assets and goodwill, whether the premises are freehold or leasehold, and where the premises licence sits, and names the document each answer came from.
2. Every clause of the supplied agency agreement appears as a row, and each row records whether it creates a liability to pay, on what event that liability arises, and for how long after the agreement ends it survives.
3. Each of the four items in section 18(2) is marked as given before signature, given after signature, or not given, with a date and the name of the document it appeared in, and no item is marked given on the strength of a conversation.
4. Where the agreement uses sole selling rights, sole agency or ready, willing and able purchaser, the prescribed explanation from the Schedule to SI 1991/859 is quoted in full beside the agent's own wording, and every difference between the two is listed as its own line.
5. The redress enquiry exists as a drafted letter, names the agent, asks which approved redress scheme they belong to and whether it will accept a complaint about a commercial business sale, and is recorded as unanswered until a written answer is supplied.
6. No file states a commission rate, an EBITDA multiple, a turnover multiple, a price per cover or any other benchmark, and no file names, ranks or recommends an agent or a firm.

Any check fails: name it, redo that step once. Failed twice: say what is wrong and stop.

## Rules
- Public information only.
- Never invent a fact, a number or a quote.
- Anything sent in someone's name says whose name it is.
- Never state an EBITDA multiple, a turnover multiple, a price per cover, a price per square foot or any other benchmark for a single independent UK hospitality business. No published figure exists. The numbers that circulate come from business transfer agents and brokers who are paid a percentage of the sale, and from firms selling valuation products. An owner who believes a high borrowed multiple turns down the one fair offer they get and goes back to market looking stale a year later. An owner who believes a low one takes the first offer and never learns there were two other buyers. Either way the number did the deciding and the number belonged to somebody else.
- The same rule covers commission. Never state a going rate, a typical percentage, a normal minimum fee or a usual tie period, and never describe a quoted fee as high or low. No published figure exists for this kind of sale, and an owner who is told a rate is normal stops asking what it buys.
- Never negotiate the fee, never name or recommend an agent or a firm, and never rank two agreements as better and worse. The skill sets out what each clause makes the owner liable for and stops there.
- Never treat a verbal assurance as the section 18 information. If it is not in a document with a date on it, it is recorded as not given, and that stays the answer until a document turns up.
- Never let any figure, staff record or customer list leave the building before the confidentiality step is complete and the owner has decided, in writing, who sees what at which stage.
- This output is a working document prepared for the owner's own solicitor and accountant to check. It applies published rules to the agreement and the facts the owner supplied. It is not legal advice, it is not tax advice, it is not a valuation, and it is not a ruling that any clause is enforceable or unenforceable.

## Built from
- Estate Agents Act 1979, section 1, https://www.legislation.gov.uk/ukpga/1979/38/section/1, page states the text is up to date with all changes known to be in force on or before 20 September 2026, read 23 September 2026: the definition of estate agency work and the solicitor and separate valuation exclusions in step 1.
- Estate Agents Act 1979, section 18, https://www.legislation.gov.uk/ukpga/1979/38/section/18, page states the text is up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the pre-contract information duty and the unenforceability consequence in step 4.
- The Estate Agents (Provision of Information) Regulations 1991, SI 1991/859, the Schedule, as made, https://www.legislation.gov.uk/uksi/1991/859/schedule/made, read 23 September 2026: the three prescribed explanations quoted in full in step 5.
- Estate Agents Act 1979, section 23A, https://www.legislation.gov.uk/ukpga/1979/38/section/23A, page states the text is up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the redress scheme power and its residential framing in step 7.
- Information Commissioner's Office, "Due diligence", in Data sharing: a code of practice, https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-sharing/data-sharing-a-code-of-practice/due-diligence/, no date shown on the page, read 23 September 2026: what must be established before staff or customer data reaches a buyer, in step 8.
- Intellectual Property Office, "Non-disclosure agreements", https://www.gov.uk/government/publications/non-disclosure-agreements, published 12 March 2015, last updated 12 March 2015, read 23 September 2026: the model one way and mutual agreements, and their limits, in step 8.
- Companies House and GOV.UK, "Get information about a company", https://www.gov.uk/get-information-about-a-company, no date shown on the page, read 23 September 2026: what a buyer or an agent can read for free, and the free email alerts, in step 2.
- Valuation Office Agency, "Valuation of public houses (2026)", https://www.gov.uk/government/publications/valuation-of-public-houses-2026/valuation-of-public-houses-2026, published 11 May 2026, read 23 September 2026: the rating valuation method, used only to show what a competent valuer is asked to do, and cited in the Rules as the reason this skill produces information rather than a number.

# broker-or-direct

## You are given
The shape of what is being sold: whether it is the shares in a limited company or the assets and goodwill of the business, whether the premises are freehold or leasehold and, if leasehold, how many years are left, and whether the premises licence sits in the owner's own name or the company's. A printed Companies House record for the company, dated on the day it was printed. A job list comparing the agent route and the direct route, one row per job the sale needs done, with who does each job under each route and the owner's estimate of their own hours either way. The text of an agency agreement, where one exists, copied out clause by clause exactly as printed, including every prescribed term it uses. The owner's own record of what section 18(2) information was given, in what document, and on what date, or a statement that an item was not given at all. The owner's confidentiality decisions: what a curious enquirer is shown, what a named enquirer is shown after signing a non-disclosure agreement, and what nobody is shown before exchange. Every judgement call has already been made by the owner before this file is written: which of the two routes to use, whether any individual clause is fair or acceptable, and what belongs in front of the solicitor rather than in this output. None of those decisions is Codex's to make or to revisit.

## Produce
Write into a `./broker-or-direct-output/` folder:

1. `comparison.csv` with columns: `job_ref`, `job_description_verbatim`, `who_does_it_agent_route`, `who_does_it_direct_route`, `owner_hours_agent_route`, `owner_hours_direct_route`, `source_document`. `job_ref` is J001 upward, one row per job the owner listed. `owner_hours_agent_route` and `owner_hours_direct_route` are the owner's own supplied figures, copied as given, never calculated or averaged. Any row where either hours figure was not supplied is left blank and listed in `gaps.md`.
2. `clause-table.csv` with columns: `clause_ref`, `clause_text_verbatim`, `liability_created`, `triggering_event`, `survives_after_expiry`, `owner_could_restate`. `clause_ref` is C001 upward, one row per clause of the supplied agreement, in the order the clauses appear in the agreement. `clause_text_verbatim` is the clause copied exactly, punctuation and capitalisation included. `liability_created` states in the owner's own words, as supplied, what the clause makes the owner liable for; where the owner supplied no restatement this cell is left blank. `survives_after_expiry` is exactly `yes`, `no` or `not stated`. `owner_could_restate` is exactly `yes` or `no`, and is `no` whenever `liability_created` is blank.
3. `section-18-check.csv` with columns: `item_ref`, `item_description`, `status`, `date`, `document_name`. Exactly four rows, one for each of section 18(2)(a) to (d) of the Estate Agents Act 1979: `item_ref` of `18(2)(a)`, `18(2)(b)`, `18(2)(c)` and `18(2)(d)`, and `item_description` giving the short name of each, remuneration circumstances, remuneration amount, other payments, and the amount of those other payments. `status` is exactly one of `given before signature`, `given after signature` or `not given`. `date` and `document_name` are filled only where the owner supplied them; a row marked `given before signature` or `given after signature` with no `date` or no `document_name` is flagged in `gaps.md`, because an unevidenced date is treated as not given.
4. `prescribed-terms-test.md` recording, in this order: which one of `sole selling rights`, `sole agency`, `ready willing and able purchaser` or `none identified` the supplied agreement uses, stated on its own line; the full statutory wording for that term, quoted in full from the Schedule to the Estate Agents (Provision of Information) Regulations 1991, SI 1991/859, exactly as it appears in `SOURCES.md`; the agent's own wording for the same term, copied verbatim from the supplied agreement, placed directly beside it; and then a numbered list of every difference between the two, each stated as one line naming the words that differ and nothing else. Where the agreement uses none of the three prescribed terms, or uses wording that does not match any of them closely enough to identify, the file records that finding instead and lists the wording actually used.
5. `redress-enquiry.md` containing a single drafted letter or email, addressed to the agent by the name supplied, asking which approved redress scheme the agent belongs to and whether that scheme will accept a complaint about the sale of a commercial business rather than residential property. The letter asks the question only. It proposes no answer, states no scheme by name unless the owner supplied one to reference, and is marked at the top `DRAFT, not sent` until the owner records that it has gone.
6. `confidentiality-log.md` recording, on three separate headed lines, exactly what the owner decided: what a curious enquirer with no confidentiality agreement is shown, what a named enquirer is shown after signing a non-disclosure agreement, and what nobody is shown before exchange of contracts. Each line names the specific documents or figures the owner listed, copied verbatim, never summarised into a general description like "financial information".
7. `gaps.md`, a numbered list of: every job in `comparison.csv` missing an hours figure on either route; every clause in `clause-table.csv` where `owner_could_restate` is `no`; every row in `section-18-check.csv` marked given but missing a date or a document name; any clause using a prescribed term whose wording could not be matched to one of the three in `prescribed-terms-test.md`; and any confidentiality tier in `confidentiality-log.md` the owner left blank. End the file with the total item count on its own line.

## Rules
- Codex reads, sorts, compares and records what it is given. It never chooses between the agent route and the direct route, never decides whether a clause is fair or enforceable, and never fills in a restatement, a date or an hours figure the owner did not supply.
- Never state a commission rate, a going rate, a typical percentage or a usual tie period for a business transfer agent. No published figure exists for a single independent UK hospitality business, and none is to be written into any file, including a figure supplied in the inputs, which instead goes into `gaps.md` verbatim as a borrowed figure with no source.
- Never negotiate a fee on the owner's behalf, and never draft a counter-proposal to a clause.
- Never name, recommend or rank a business transfer agent, broker or firm, anywhere in any file.
- Never state an EBITDA multiple, a turnover multiple, a price per cover or any other valuation benchmark for an independent UK hospitality business.
- Never treat a verbal assurance, a phone call or an unwritten conversation as the section 18 information. Only a dated document supports a `given before signature` or `given after signature` entry; everything else is `not given`.
- Never mark `survives_after_expiry` as `yes` or `no` on an inference. If the clause does not state it and the owner did not supply an answer, the cell reads `not stated`.
- Never carry a clause, a date or a figure forward from a previous version of the agreement. Each run works only from the agreement text supplied for that run.
- Use British English, GBP written as `GBP` or the pound sign, and DD Month YYYY dates throughout. No em dash characters in any file you write. Any supplied text containing one is recorded verbatim and flagged in `gaps.md`.
- Every quoted clause, statutory passage and piece of supplied text is copied exactly, including its punctuation and capitalisation.
- Every file ends with this line: this is a working document prepared for the owner's own solicitor and accountant to check. It applies published rules to the agreement and the facts the owner supplied. It is not legal advice, it is not tax advice, it is not a valuation, and it is not a ruling that any clause is enforceable or unenforceable.

## Return
The absolute path of every file written. The row count of each CSV. Which one of the three prescribed terms the supplied agreement uses, or that none was identified. For each of the four items in `section-18-check.csv`, whether it was given before signature, given after signature, or not given. The count of clauses in `clause-table.csv` where `owner_could_restate` is `no`. The total item count from the last line of `gaps.md`.