What should a restaurant asset purchase agreement cover?

Most sample agreements explain the general structure of an asset purchase. A restaurant has its own set of items that generic documents tend to skip. Use this page as a list of subjects to bring to your lawyer, who will decide how each one is written. The point is to make sure nothing the business depends on is left out by accident.

Equipment and the things that look like equipment

Ask for a schedule that lists each major item and marks whether it is owned, leased or loaned by a supplier. Leased equipment needs its own arrangement. Include small but essential items such as the point-of-sale system, the music system and the signage, since sellers sometimes assume those leave with them.

Recipes, name and online presence

List the recipes, prep sheets and menu, and the restaurant’s name and logo. Add the phone number, website, social media accounts and online ordering pages, and ask how login details will be handed over. A restaurant that keeps its name but loses its phone number and reviews has lost a lot of its recognition.

Delivery apps and gift cards

Ask whether the delivery-app store accounts can move to you, or whether you must open new ones. Ask what happens to gift cards already sold, since customers will still bring them in. Your lawyer can help decide who stands behind them after closing and how that should be recorded.

Opening inventory

Decide how food, drink and supplies will be counted at closing and who will do it. Agree in advance how spoiled or unusable stock is treated. A joint count on closing day avoids a dispute afterward. Compare this list with the restaurant buyer checklist and take both to your lawyer.