How private treaty negotiation actually works

Private treaty sounds formal, but it's just the everyday process of making an offer on a property listed at a price. What makes it worth understanding is that the negotiation runs through an agent who works for the vendor, not for you. This is one stage in our guide to the Victorian buying process.

The agent works for the vendor

Keep this in mind throughout. The agent is legally obliged to act in the vendor's interest. That doesn't make them dishonest, but when they say "there's strong interest" or "the vendor is looking for X," it's said from the vendor's side. Their role isn't to help you pay less, so weigh what you hear accordingly.

How an offer is made

You make an offer through the agent. It can start verbally to gauge interest, but any serious offer goes in writing, typically covering:

• The price you're offering
• The settlement period you propose (60 or 90 days)
• Any conditions (subject to finance, or to building and pest inspection)
• Any inclusions you want (specific appliances, window furnishings)
• An expiry time, giving the vendor a deadline

The vendor can accept, reject, or counter on price, settlement, or conditions. It's normal to open below the asking price; how far below depends on the market and how long the property has been listed. In a hot market a low offer may be rejected without a counter; on a property that's been sitting there's usually more room. The counter, if it comes, tells you where the vendor actually sits.

What conditions do to your offer

Conditions protect you but make the offer less attractive, because they add uncertainty for the vendor:

• Subject to finance: conditional on formal loan approval by a set date (usually 14 to 21 days). If finance falls through, you exit without penalty.
• Subject to building and pest inspection: conditional on a satisfactory building and pest report, giving you a right to exit if it reveals serious problems.
• Subject to sale of another property: the purchase is conditional on your existing property selling first. Vendors often dislike this because the timeline becomes uncertain.

In a competitive market a vendor may prefer a cleaner offer over a higher one loaded with conditions, so structure yours according to how much you want the property.

Cooling-off starts at signing, not at your offer

The cooling-off period applies after both parties sign the contract, not when your offer is made. Once signed, you have three clear business days to exit by paying a penalty of 0.2% of the price. After that it's binding, subject to any conditions. It's a real window but a short one, not a substitute for doing your homework first.

Have your conveyancer review before you sign

One of the most practical steps is having your conveyancer review the Section 32 and contract before you exchange. Between them, those documents can reveal easements or restrictions on the title you didn't know about, outstanding rates or levies to be apportioned, owners corporation fees, contract conditions that limit your rights, or permit issues. You can make your offer first, but get the review done before contracts are formally exchanged.

Inclusions and settlement as levers

Two things can move a deal without touching the headline price. Inclusions: fixed items (built-in wardrobes, light fittings) are standard, but freestanding chattels (a fridge, a washing machine) are only included if the contract says so; a vendor firm on price is sometimes flexible on throwing in appliances. Settlement period: 60 days is standard, but a vendor buying elsewhere may value a settlement that aligns with their own more than a small price difference. Ask the agent what the vendor prefers.

If another offer "comes in"

The agent doesn't have to tell you about other buyers, and there's no way to verify a rival offer exists, which is the frustrating part of private treaty. If you're told to decide, your choices are to improve your offer, drop conditions, or accept the risk of missing out. The defence is to fix your maximum before you start, so a pressure moment doesn't push you past it.

After both parties sign

Once signed and the cooling-off period has passed or been waived, the contract is binding and your conveyancer runs settlement: title searches, documents, and coordinating with your lender. Your job from there is finalising finance, paying stamp duty, and arranging building insurance from the contract date.

The process in short

1. Review the Section 32 and contract with your conveyancer
2. Make a written offer through the agent, with your conditions and settlement preference
3. Negotiate until you agree or walk away
4. Sign once terms are agreed
5. Cooling-off begins (three clear business days)
6. Your conveyancer manages settlement

Private treaty is more flexible than auction: you have time, you can include conditions, and you keep a cooling-off window. Used well, that flexibility is a real advantage.

Sources

• Consumer Affairs Victoria: Buying property by private sale: the regulator's guidance on making an offer, conditions, deposits, and cooling-off in a private sale.
• Sale of Land Act 1962 (Vic): the law governing the contract, cooling-off, and deposits.

Sources verified 25 July 2026.