The quiet work that makes a deal close

When a Canadian small business deal falls apart after a letter of intent is signed, the story people tell afterward is usually about something dramatic: a financing collapse, a due diligence bombshell, a last-minute change of heart. The more common reality is quieter and less satisfying to talk about. Deals stall and die because of administrative items that were entirely knowable from the start, a landlord who never actually agreed to consent, a lien nobody checked for, a corporate filing that was never brought current, and that simply did not get addressed early enough to resolve before everyone’s patience ran out.

The unglamorous items that decide a closing date

• Landlord consent to assign a commercial lease, which can take considerably longer to obtain than either party expects, particularly if the landlord uses the request as leverage to renegotiate rent or other terms
• A landlord estoppel certificate confirming the lease is in good standing, which some deals simply forget to request until a lender asks for it at the last minute
• A corporate status and good-standing check, confirming the seller’s corporation has actually kept its filings current, which sounds trivial and occasionally is not
• Execution and judgment searches against the seller and the business, to confirm there is no hidden claim or lien that could attach to the assets being purchased
• Confirming that key contracts are actually assignable, rather than assuming they are, since some supplier and customer agreements contain anti-assignment language that requires separate consent

Why this work gets deferred, and why that is expensive

None of these items are complicated on their own. What makes them dangerous is that they rarely feel urgent early in a deal, when everyone’s attention is on price, structure, and the financial due diligence that feels like the real substance of the transaction. Administrative items get pushed to the last few weeks before closing almost by default, which is exactly when there is the least slack left to absorb a landlord who takes three weeks to respond, or a lien that needs to be formally discharged before a lender will release funds. A deal that looked settled in principle for months can suddenly be racing a closing date it cannot realistically meet, not because anything about the deal itself changed, but because paperwork that should have started on day one only started in week ten.

The lesson for both sides is to treat this administrative track as a parallel workstream from the very start of due diligence, not a wrap-up task for the final stretch. A buyer’s lawyer requesting landlord consent, corporate status checks, and lien searches in the first weeks after an LOI is signed, rather than the last weeks before closing, is not being overly cautious. They are protecting the closing date itself, which depends on far more mundane groundwork than the price negotiation that gets most of the attention. The deals that close on schedule are rarely the ones with the fewest complications. They are the ones where the quiet, unglamorous work started early enough to absorb the complications that showed up anyway.

Building a punch list instead of relying on memory

One of the simplest habits that separates a smoothly closing deal from a scrambling one is a written punch list, started the day an LOI is signed rather than assembled reactively as items get remembered. Every item worth chasing, landlord consent, corporate status confirmation, lien and execution searches, contract assignability checks, insurance transfer, gets a named owner, a target date, and a current status, reviewed on a fixed weekly cadence by whoever on the legal team is coordinating the file. None of this is sophisticated, and that is precisely the point: the failure mode this guards against is not a complicated legal problem, it is a simple task that nobody explicitly owned and that consequently sat untouched for six weeks while everyone assumed someone else was handling it. A punch list makes that kind of silent gap visible early enough to actually fix, rather than discovering it two weeks before a closing date that both sides have already told their landlords, staff, and lenders to expect. It also gives both parties an honest, shared picture of how close the deal actually is to closing, rather than two separate, optimistic guesses.