Why Deals Fall Apart

There are lots of reasons why the sale of a business falls apart. The reasons can be grouped into four major categories: those caused by the buyer; those caused by the seller; those caused by a third party; and those caused by “acts of fate”. (Anything that does not fit the first three categories can be lumped into this fourth category of things that just happen.)


Some sellers really don’t a valid reason for selling. Without a strong commitment to selling, a deal is very difficult to hold together. Some sellers are just testing the waters. Others are holding out for a price that is just not supportable by the numbers. Sellers who didn’t check with their tax advisors or other outside advisors may be in for some surprises forcing them to withdraw from a pending sale. An unusual, but common, reason is that the seller panics about what they will do once the business is sold.


One could almost change the Seller’s information above and label it Buyers. Buyers may discover some unknown (or unmentioned) problem, such as an environmental issue or governmental one.
Many buyers realize during the due diligence process that they aren’t cut out to run a business. Or, they can’t make that “leap of faith” necessary to buy their own business.

Third Parties

Landlords are probably the leading third party cause of a sale not being completed. The next biggest cause comes from outside advisors giving overly aggressive advice to buyer and/or sellers.
Many outside advisors, in their zeal to assist their clients, forget that the goal is to put the deal together.

Acts of Fate

This includes everything else! The seller may not be able to substantiate, at least to the buyer’s satisfaction, the earnings of the business. Problems may arise, unknown to either party, from federal, state or local government agencies.

Your professional business broker is aware of all of the reasons outlined above and knows how to deal with them. Although business brokers cannot provide legal advice, they are quite familiar with the intricacies of the business sale. They are also familiar with local attorneys who specialize in business transactions. These attorneys will usually be more efficient and cost-effective than attorneys who do not specialize in business transactions.