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Marcus Parker
Marcus Parker, Attorney
Category: Business Law
Satisfied Customers: 460
Experience:  Experienced in corporations, LLC, partnerships, etc., formation and operation
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I have been working with a couple to acquire their ...

Customer Question

I have been working with a couple to acquire their business. I have given them an offer and waited for a few weeks for a response. When I did not hear from them I called. I was told that they may not be selling based on personal circumstances. After 3 weeks they contacted me and stated that they had changed their mind and wanted to move forward. They had made a few changes on the agreement and terms. At that time I was going out of town and still interested in acquiring their business. I told them that I would review it and agreed to some time lines. But would be able to confirm anything until I returned to town. They agreed to these terms. While I was out of town they decided to change thier minds again. They signed the agreement and wanted to move forward with me. I had incurred a lot of expenses to acquire their business is there is legal stance I have to recover my costs??
Submitted: 8 years ago.
Category: Business Law
Expert:  Marcus Parker replied 8 years ago.
No. Expenses incurred in negotiating a contract are generally not recoverable unless reimbursement of such expenses is specified in a finalized agreement.
Customer: replied 8 years ago.
Would this be considered breach of contract since they signed and accepted my offer??
Expert:  Marcus Parker replied 8 years ago.
Did your offer provide that they would pay the expenses you were incurring?
Customer: replied 8 years ago.
can it be considered breach of contract once the offer had been accepted by both sides and then they change their mines. With or without recovery of expenses incurred during the business process. I need to know what legal stance I have once the chnged mind after signing and accepting the offer.
Expert:  Marcus Parker replied 8 years ago.

I have reviewed your original question and don't see that they accepted the offer and then attempted to cancel their acceptance. Here is what happened according to what you said in your original question:

  1. You made an offer
  2. When you called they said that they might not be selling (no acceptance of the offer at this point).
  3. They contacted you, said they wanted to "move forward", but had a few changes. This would be a counter-offer to your initial offer (#1).
  4. You said that you would review this counter-offer. At the same time (and this is a bit confusing) you "agreed to some time lines", and they "agreed to these terms". This is the only mutual agreement I see until the final signed agreement (#5).
  5. Then (while you were out of town) they signed the agreement (your original offer - #1).

Can you please be more specific about #4? As I understand what you are saying, they specified that certain portions of the negotiations would be completed by certain times ("time lines"), and you agreed to that. Am I understanding you correctly?

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