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Buying & Selling a Business

Does my buyer inherit any past disputes I've had with the landlord?

TSL Written by the Treadstone Law team· Updated August 2026

It depends on whether the dispute is tied to you personally or to the tenancy itself, and on how the deal is structured. Where the buyer takes an assignment of the lease, they generally step into the tenant's position going forward — meaning ongoing issues connected to the leased premises, like a disagreement over repair obligations or common area charges, can carry over as part of what the buyer is now dealing with as tenant. A dispute that is purely personal to you, unrelated to the lease itself, generally does not transfer.

In a share sale, the picture is different: the corporation that holds the lease doesn't change, so any dispute the landlord has with "the tenant" continues with that same corporate tenant, buyer or no buyer, unless the purchase agreement specifically deals with it through indemnities or price adjustments.

Either way, unresolved landlord disputes are exactly the kind of thing that should be disclosed to your buyer and addressed in the purchase agreement — through representations, an indemnity, or a holdback — rather than left to surface after closing. A Treadstone business lawyer can help structure that protection.

Key takeaways

  • Disputes tied to the tenancy itself can carry over to a buyer who takes an assignment.
  • In a share sale, the same corporate tenant remains, so the dispute doesn't disappear either way.
  • Purely personal disputes unrelated to the lease generally don't transfer to the buyer.
  • Disclose unresolved landlord disputes and address them through the purchase agreement, not silence.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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