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Buying or selling a business is a significant milestone, often involving complex negotiations, substantial investment and high expectations on both sides. However, even with the best intentions, disputes can arise during or after the transaction, threatening your investment, operations, and future plans.
At Franklins Solicitors, we provide clear, strategic legal advice to businesses involved in sale and purchase disputes. Whether you’re facing a broken deal, a breach of contract, or issues with warranties and disclosures, we work to resolve the matter swiftly and cost-effectively, always with your commercial objectives in mind.
Disputes commonly occur at various stages of a business transaction, including:
Buyers may raise concerns about misrepresentation, unaccounted liabilities, or failure to meet performance conditions. Sellers may face delayed payments, contractual breaches, or claims brought long after the sale completes.
Each scenario requires a tailored approach, grounded in a careful review of the sale agreement and commercial context.
Our commercial litigation team advises on a wide range of transactional disputes, including:
Whether you’re the buyer or seller, we will identify your strongest legal position and act decisively to protect your interests.
We offer end-to-end legal support through all stages of a business dispute. Our services include:
We thoroughly analyse the sale and purchase agreement (SPA), heads of terms, disclosure letters, and any ancillary documents to assess your legal position.
We seek to resolve disputes quickly and commercially where possible, using negotiation and mediation to avoid the cost and disruption of litigation.
Where necessary, we represent clients in High Court litigation or arbitration proceedings, pursuing or defending claims involving breach of contract, misrepresentation, or warranty disputes.
We also advise clients before or during transactions to minimise the risk of future claims. This includes reviewing SPAs, drafting robust warranties and indemnities, and advising on disclosure procedures.
We understand how important trust and reliability are during business transitions. Our track record includes successfully resolving high-value commercial disputes, ensuring business continuity, and preserving reputations on both sides of the transaction. From urgent injunctions to negotiated settlements, we deliver results that allow you to move forward with confidence.
If you’re involved in a business purchase or sale that has gone wrong, or if you’re preparing to enter one and want to protect your position, our team is here to help.
It depends on the terms of the contract. In some cases, once a purchase agreement has been signed, the contract is legally binding and the sale cannot be reversed. There may be the option for a mutual agreement to cease the business deal or a break clause but that would need the agreement of both parties.
Once the business has been researched and an offer has been made and a negotiation has taken place, an agreement is reached, due diligence of the business takes place and then the legal contracts are drawn up and the completion of the business sale can be made.
If a business contract is breached you may be able to seek damages due to loss that you may have suffered from as a result of the breach.
Usually, the seller will be responsible for writing the sale and purchase agreement. It will be for the buyer to decide if the terms of sale are acceptable.
If the buyer and seller has signed a purchase agreement then it is a legally binding contract.
Selling a business is a complex process. You should give consideration to your employees and their rights, any restrictive covenants that may be in place, any warranties or indemnities that may be in place and what information will be uncovered through full disclosure.
There are a number of steps that must be taken when closing down a business. Firstly, there will need to be an agreement between company directors and shareholders to close the business. If the company is unable to pay its bills, the company can be put in to administration, you can apply to have the company struck off the companies register and you will then be able to arrange for creditors to liquidate the company assets.
If you have any questions about business purchase or sale disputes, please don’t hesitate to contact our team of experts who are on hand and ready to help you.
