Am I obligated to sell if my broker brings a full-price offer?

A full-price offer feels like it should close the matter, but a sale of a business is made by agreement, not by an offer landing on your desk. Two documents decide where you stand: whatever you sign in response to the offer, and the listing agreement you signed with the broker. They answer different questions.

What a first offer is

BDC describes the initial offer or letter of intent as a non-binding offer outlining the proposed price, key terms and an exclusivity period for due diligence. It says the legal teams draft the binding purchase agreement when due diligence is substantially complete. BDC also says the price between a first offer and due diligence may be lower. A full-price letter of intent is therefore a starting point, not a closed sale.

How a contract forms

Éducaloi, a Quebec legal-information service, explains that a contract is formed when the parties have agreed on what each is to do, and that most contracts do not have to be in writing: a verbal agreement or an email exchange can be enough. Éducaloi writes about Quebec law, so confirm how the rules apply in your province, be careful with emails and verbal assurances that sound like acceptance, and have a lawyer review anything before you reply to an offer.

What your listing agreement may say about commission

In Ontario, the Trust in Real Estate Services Act, 2002 says remuneration payable to a brokerage for a trade in real estate, which it defines to include businesses, must be an agreed amount or percentage of the sale price, or a combination of both. So what you owe comes from your contract, not from a default rule. Read the commission clause closely:

• What event earns the commission: closing, a signed purchase agreement, or something earlier.
• Whether an offer at your listed price and terms triggers anything on its own.
• Whether named prospects, or a listed minimum price, change that.