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Buying & Selling a Business

Can I still pull out of selling if I haven't signed anything yet?

TSL Written by the Treadstone Law team· Updated August 2026

Yes — if you haven't signed anything, you're generally free to pull out at any point, regardless of how far the conversations or preliminary due diligence have progressed. Verbal understandings, even detailed ones about price or terms, are typically not binding in this context, and there's no general legal obligation to continue negotiating with someone simply because discussions have gone on for a while.

The nuance worth understanding is what "haven't signed anything" actually covers. Owners sometimes forget they've signed a confidentiality agreement early in the process, even before a letter of intent — that document is still binding, even though it doesn't obligate you to sell anything. Similarly, if you've allowed a buyer exclusive access to your information or agreed, even informally, not to talk to other buyers for a period, that kind of understanding can create obligations depending on how it was documented, so it's worth checking rather than assuming a clean slate.

If you're genuinely unsure what you've agreed to at any stage, having a business lawyer review everything you've signed, even a single confidentiality agreement, gives you a clear answer before you communicate your decision to the other side.

Key takeaways

  • Without a signed agreement, you're generally free to pull out at any stage.
  • Verbal understandings about price or terms are typically not binding.
  • A signed confidentiality agreement can still bind you even if no sale agreement exists.
  • Have a lawyer review everything you've signed before assuming you're free of all obligations.
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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