Second, a buyer is entitled to damages for the violation. Historically, in calculating the amount of damages, the courts have focused on the purchaser`s wasted costs. However, it is argued that the damage should still be limited. Even if the lockout agreement was not breached, the transaction may not have taken place and the buyer would have had to bear irreparable costs. It is therefore possible to argue that the damage should be limited to the additional costs wasted as a result of the seller`s infringement. By entering into a lockout contract, a seller does not actually commit to the planned sale (just as the buyer is not obliged to buy). What the seller abandons is his ability to sell the property to third parties during the prohibition period. The wording of any lockout agreement will vary, but basically, during the prohibition period, the seller will agree not to open negotiations with third parties, not to allow third parties to see the property and not to enter into contractual agreements with third parties. In most lockout contracts, the exclusivity period is short-lived. It is unlikely that the landowner will accept an unnecessarily long exclusivity period unless a valuable consideration is paid for incentives in his favour. A lockout agreement should clearly state the consequences of an infringement so that the potential buyer can return the damage incurred under the protection of the lockout contract, and the landowner is aware of the magnitude of the risk. The usual rules for the liquidation of damages apply, i.e.
each amount specified in the freezing agreement must be a real estimate of the damage suffered in the event of a breach of contract. The fact that an estimate may not be entirely correct will not normally prevent recovery in the event of an infringement. However, a penalty (i.e. a sum that is not a genuine attempt to assess the loss resulting from a violation) is not an enforceable clause. The seller also wants the buyer to keep the terms of the lockout confidential. The last thing a seller wants is that the market thinks a website has been sterilized, especially if the market gets the wrong impression on the length of a time lockout or okay. Of course, the seller has to ask himself if there are specific provisions (for example. B rental proposals) that the seller proposes to take during the prohibition period and which must be excluded from the rules. The recent case of Gribbon -v- Lutton  EWCA CW1956 shows the risk that a seller will not have a written agreement. – In this case, there was no written lockout agreement, and there were controversies as to the extent to which a verbal lockout agreement was reached by the parties. If the seller wishes to apply for a non-refundable down payment at the end of the blackout period if a buyer does not progress, it is important that the seller be able to present some form of consideration from his share for the payment of the non-refundable down payment. Without „consideration,“ the down payment must be refunded.
The obligations of the seller of the type described above would be sufficient and a written agreement is the best proof of these commitments.