Legal Question in Business Law in California

I signed a business purchase agreement on sep 13th 2011 and I asked for the tax returns for 08-10

and other documents. but the agent did not provide me the documents. the escrow is open for 60days. It has been 1month since. I saw at the agreement that I have to cancel within 17days.

Can I still cancel the agreement? since the agent did not provide me any of the documents?

also, I made a deposit of $10,000 Would I be able to get that money back?

Am I responsible for the escrow fees?


Asked on 10/10/11, 10:59 am

3 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

The outcome likely will depend upon what's in the purchase agreement. Apparently you had through September 30th to cancel. I would say signing without having completed your due diligence was very risky (or foolish?), and you should have at least canceled or demanded a written extension of your right to cancel before 9/30. Now, the issues may boil down to whether the purchase agreement contains (1) an "integration clause" stating that it is the entire agreement of the parties and any prior or contemporary agreements, written or oral, are canceled and have no further force or effect (or wording to this general effect); and (2) language relating to the deposit making it subject to forfeiture as an estimate of the seller's damages (or similar language).

Also, was there anything in the agreement about buyer's due diligence? Does it say due diligence has been completed? Does it grant more time?

Is there anything in the agreement relating to mediation, arbitration, or attorney fees? Were you represented by an agent, or just the seller?

If you can provide me with the answers to tese questions (off-site and directly), I might be able to give you a better prognosis.

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Answered on 10/10/11, 11:46 am

Mr. Whipple is correct that it will depend on your agreements, both the purchase agreement and the escrow instructions. Unless your agreements required the agent to provide the documents you requested, you are going to have trouble cancelling and/or obtaining a refund. You really need to stop looking for advice on the internet and contact a local attorney who can go over the documentation with you and advise you based on a full understanding of the documentation and the transaction.

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Answered on 10/10/11, 12:23 pm
Terry A. Nelson Nelson & Lawless

All the issues and questions, unfortunately, will be resolved either by some kind of negotiated settlement among the parties, or by litigation. Your written agreement[s] define the rights of the parties. If serious about pursuing this and getting a consultation, feel free to contact me.

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Answered on 10/10/11, 1:05 pm


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