What happens if my business sale stalls?
A stalled business sale is not automatically over: sellers typically have concrete options at that point, including asking for a written extension with a clear deadline, addressing whatever caused the stall, quietly continuing to market the business in parallel if the agreement allows it, or formally terminating and relisting, and which makes sense depends on why the deal stalled.
A deal that has stopped moving forward is unsettling, but it is a different situation from a deal that has actually collapsed, and treating the two the same way, by either panicking or simply waiting indefinitely, rarely serves the seller well.
First, identify why it actually stalled
A stall caused by a buyer’s financing falling behind schedule calls for a very different response than one caused by a landlord slow to respond, or a buyer who has quietly lost confidence after a due diligence finding. Getting a specific, honest answer, rather than a vague update, is the first real step, and it usually means asking directly rather than waiting for news.
Set a deadline in writing
Rather than letting a stalled timeline drift without an endpoint, sellers commonly propose a specific deadline for the outstanding item to resolve, documented in writing so both sides are working against the same date. A buyer who is genuinely still committed will usually engage with a reasonable deadline; one who resists setting any date at all is itself useful information.
Consider whether you can keep marketing in parallel
Depending on whether an exclusivity clause is still in force, a seller may be able to continue quiet conversations with other interested parties while the current deal works through its stall, rather than being fully committed to one buyer with no fallback. Whether this is available, and how it interacts with the existing agreement, is a question for a lawyer before acting on it.
Know what walking away actually requires
If the stall does not resolve, formally terminating the agreement, addressing any deposit that was put down, and deciding how to relist, whether with the same broker or a different approach, are practical next steps rather than an admission of failure. Many businesses that stall with one buyer do go on to sell to a different one.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryMaterial Adverse Change Clauses in Ontario Business Sale Agreements
- 03Treadstone LawLegal commentaryConditions Precedent to Closing in an Ontario Business Sale Agreement
- 04Treadstone LawLegal commentaryListing Agreement With a Business Broker in Ontario
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