Why The Sale of a Business Can Fall Apart After Agreement

You’ve shaken hands, everyone’s smiling, and the champagne’s on standby. But hold the cork—because many business sales derail after reaching an agreement. Here's why:

1. Advisors Start Point-Scoring

Lawyers and accountants sometimes forget they're part of the deal team, not a debate club. When advisors dig in just to “win” a point—over trivial clauses or theoretical risks—they can poison the tone and stall momentum. Sellers and buyers need to keep control and remember: the goal is to get a deal done, not write the perfect document.

2. Landlords Kill Deals

Landlord approval is a silent assassin. You can have a great business and willing buyer, but if the lease transfer stalls—or the landlord sniffs an opportunity to renegotiate—everything can fall apart. It’s especially common in retail, hospitality, or where the site is crucial to trade.

3. First-Time Buyers Get Spooked

Due diligence can be overwhelming for first-timers. They uncover risks (every business has them), and without experience or a steady hand guiding them, they talk themselves out of the deal. Sometimes it’s fear disguised as "prudence."

4. Lenders Say No (Late)

A buyer might assume finance is a formality—until the bank flags issues like:

Customer concentration (e.g., 60% of revenue from one client)

Declining sales or EBITDA

Thin working capital These are things brokers flag early, but not every buyer gets the memo.

5. Seller Takes Their Eye Off the Ball

The business dips right when it's under the microscope. Often it’s burnout, or just distraction from managing the sale process. But a slide in monthly sales can erode confidence and kill valuation assumptions.

6. Personality Clashes

Yes, really. Sometimes the buyer and seller just don’t like each other. Or one party makes a comment that leaves the other cold. Culture fit matters—even in asset sales—because transition periods need cooperation.

7. Financial Surprises

A dealbreaker can be hiding in plain sight:

Addbacks that don’t hold up

Financials that are outdated, inconsistent, or slow to arrive

Cashflow that doesn’t match the P&L story Even if it’s not malicious, lack of clarity creates distrust.

8. Working Capital Disputes

This is one of the most common late-stage killers. If there’s no agreement upfront on what working capital is being delivered—and what’s “normal”—you’re setting up for fireworks. Buyers don’t want to pump in more cash post-sale just to keep the lights on.

9. Buyer Cold Feet

Sometimes the buyer just walks. They overstretch, lose investor backing, or simply get anxious. It’s disappointing, but it’s real. Until money is in the bank, no deal is done.

Final Thought:

The real job isn’t just finding a buyer—it’s getting a deal all the way to settlement. That means clear communication, realistic expectations, early transparency, and managing people as much as numbers. Deals don’t fall over because of one big thing—they fall over from lots of little ones left unchecked.