How long does an offer to buy a business stay open?

For a seller, the question is how long a buyer’s offer stays on the table while you decide, and when the buyer can pull it. The offer’s own terms come first: look for a deadline, a time zone and the way acceptance must be given. The law of the province then fills the gaps, and it is not the same everywhere.

What the Civil Code of Québec says

The Civil Code treats an offer to contract as a proposal that contains all the essential elements of the proposed contract, in which the offeror signifies willingness to be bound if it is accepted. Where a term for acceptance is attached, the offer may not be revoked before the term expires. If none is attached, it may be revoked at any time before acceptance is received by the offeror. Under article 1391, an offer lapses even though a term is attached if the offeree receives a revocation before the offer itself. Under article 1392, the offer lapses if no acceptance is received before the term, or before a reasonable time where none is specified, and it also lapses with respect to the offeree if the offeree has rejected it. The same article adds other events, including the death or bankruptcy of the offeror or the offeree before acceptance is received, whether or not a term is attached.

Asking for time to consider

Article 1396 says an offer made to a determinate person constitutes a promise to enter into the proposed contract from the moment the offeree clearly indicates an intention to consider the offer and reply within a reasonable time or the stated time. Because the Code ties that effect to a clear indication to the offeror, a seller who wants it can ask a lawyer how to give that indication. The Code also says silence does not imply acceptance, unless the contrary results from the will of the parties, the law or special circumstances such as usage or a prior business relationship.

Outside Québec, and offers sent electronically

This page does not set out the common-law position that applies in the other provinces, so ask your lawyer whether the offer can be withdrawn before its deadline and what counts as acceptance. On form, Ontario’s Electronic Commerce Act, 2000 says an offer or its acceptance may be expressed by electronic information or an electronic document, and British Columbia’s Electronic Transactions Act says the same unless the parties agree otherwise. Ontario’s Act also allows the parties to agree otherwise. Both Acts list documents they do not apply to, such as wills, and British Columbia’s also excludes documents that create or transfer interests in land and require registration to be effective against third parties.

What to check in the offer

• The deadline, including the date, the time and the time zone.
• How acceptance must be given, and to whom.
• Whether the offer says it can be withdrawn before the deadline.
• Whether you hold other bids; see what to do if you get more than one offer.