Can I change my mind about selling partway through?
You can generally stop a sale before signing anything binding, but the cost of changing your mind rises with each stage: a listing agreement may still owe a broker under its terms, a letter of intent usually carries binding confidentiality and exclusivity duties even though price is not binding, and a signed purchase agreement is a legal commitment that is far harder to walk away from.
Owners reconsider selling for real reasons: a change in personal circumstances, cold feet, or simply deciding the timing is wrong. What that costs you, in money and in relationships, depends almost entirely on how far the process has gone.
Before you sign anything, you can simply stop
Early conversations with prospective buyers, before any listing agreement or letter of intent, generally do not bind you to anything. You can end discussions at this stage without a legal consequence, though it is worth being straightforward with anyone you have engaged with.
A listing agreement may still owe the broker something
If you have signed a listing agreement with a broker, check its term and any tail period before assuming you can walk away for free, since some agreements entitle the broker to a commission if the business sells to a buyer they introduced, even after the listing formally ends.
After a letter of intent, exclusivity still binds you
Most of an LOI, including price and structure, is deliberately non-binding, but the confidentiality and exclusivity clauses inside it usually are. Backing out here is not typically treated as breaking the deal itself, but it can put you offside the LOI’s own terms, and it costs you trust with a buyer who may have already spent money on advisors.
After the purchase agreement, it is a legal commitment
A signed definitive purchase agreement is binding, subject to its own closing conditions. Refusing to close without a valid reason set out in the agreement can expose you to a claim from the buyer, and any deposit or holdback arrangements come into play at this stage in ways they did not before.
Think about why before you act
A short pause to talk to your lawyer, your accountant, and possibly your broker about exactly what stage you are at, and what stepping back actually costs, is almost always worth it before telling a buyer the deal is off.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryListing Agreement With a Business Broker in Ontario
- 03Treadstone LawLegal commentaryConditions Precedent to Closing in an Ontario Business Sale Agreement
- 04Treadstone LawLegal commentaryBuying & Selling a Business
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