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Thomas, Lawyer
Category: UK Law
Satisfied Customers: 7430
Experience:  BA (Hons), PgDip, Practising Solicitor
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Im in the process in selling my business, the buyers have agreed

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Im in the process in selling my business, the buyers have agreed to my asking price but have now come back and said that any monies owing i am liable to pay.

What stage of the sale have you reached?

What monies are they referring to?

Customer: replied 3 years ago.


Ok - i have asked for £5000 for the business, its a shop & price includes all fixtures & fittings, customer database, stock, facebook & twitter accounts. There is still £1500-£2000 owing to suppliers & the buyers have said that I should pay this before they pay anything for the business or take off the amount owed off the sale. Because of the nature of the business there is always money owed (its a children's clothes agency) as clothes are being sold all the time but people who bring their clothes into sell don't always claim their money. i hope this makes sense??


Thanks for your patience.

It’s entirely a matter for negotiation. There is nothing in law which says that you must pay these before you sell your business and, conversely, nothing in law which says that the Buyer must pay following completion.

Your going to have to consider how best to position yourself, because both of you are free to withdraw from the sale until you have exchanged contracts. Once you have exchanged contracts he is bound to buy the business and you are bound to sell it to him.

Gauge their motivation to proceed and then posture on the point, perhaps impressing upon them that if they wished for you to be responsible for the monies then they should have stated at the time of their offer. State that if they had then you would have increased the purchase price for the sale accordingly.

If they buyer is highly motivated then there may be a measure of flexibility in the position that they have taken.

Ultimately though, if the buyer withdraws then the debt owed to the supplier remains a liability of the business and the supplier would seek to recover,.

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Kind regards,

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