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Buying & Selling a Business

Can a buyer refuse to close just because they found a better deal elsewhere?

TSL Written by the Treadstone Law team· Updated August 2026

No, not without consequence. Once a purchase agreement is signed, a buyer is generally legally bound to close if the actual closing conditions are satisfied — finding a better opportunity elsewhere isn't itself a valid legal basis to walk away, and refusing to close for that reason is simply a breach of the agreement, not the exercise of some general right to reconsider.

A seller facing this situation typically has real remedies, which vary depending on what the agreement itself provides: a claim for damages representing the seller's actual losses from the failed deal (which can include a lower price obtained from a subsequent buyer, and costs incurred in reliance on the original deal), retention of a deposit if one was paid and the agreement allows the seller to keep it in this circumstance, or in some cases a claim for specific performance, asking a court to actually force the sale through, though that remedy is less commonly available or sought than damages.

If a buyer is genuinely getting cold feet or eyeing something else, walking away isn't a cost-free option, and a seller facing this should get a Treadstone business lawyer involved immediately to assess and pursue the available remedies.

Key takeaways

  • A buyer is generally bound to close once conditions are satisfied — a better deal elsewhere isn't an excuse.
  • Refusing to close without a valid basis is simply a breach of the purchase agreement.
  • Sellers typically have remedies including damages, deposit retention, and occasionally specific performance.
  • Walking away for a better opportunity is not a cost-free option for a buyer.
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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