What happens if I find out mid-exclusivity that the buyer is also talking to a competitor of mine?
Exclusivity clauses in a business-sale LOI are typically written to restrict the seller from shopping the business to other buyers — they don't usually restrict what the buyer does with their own separate business dealings, including talking to a competitor of yours for unrelated reasons. So the buyer having other conversations, on its own, generally isn't a breach of a standard exclusivity clause, even though it can feel like a conflict of interest.
What actually matters is whether the buyer is misusing information you shared under the LOI's confidentiality obligation — for example, if something specific and sensitive about your business ends up informing their dealings with your competitor. That's a confidentiality question, separate from exclusivity, and it depends on what your confidentiality clause actually restricts and what you can show was actually disclosed or used.
If you're concerned, the useful first step is distinguishing the two issues rather than treating "talking to my competitor" as inherently a breach of exclusivity. A Treadstone business lawyer can assess whether anything you've actually shared under confidentiality appears to have been misused, and what, if anything, your specific LOI allows you to do about it.
Key takeaways
- Exclusivity typically restricts the seller's shopping, not the buyer's unrelated business dealings.
- A buyer talking to your competitor isn't automatically a breach of a standard exclusivity clause.
- The real question is whether confidential information you shared was misused, not who they're talking to.
- Separate the exclusivity and confidentiality issues before assessing what your LOI actually restricts.