Do I get my deposit back if the deal falls apart before closing?

Unlike a residential real estate deposit, there's no standard or default rule governing deposits in a business purchase and sale — whether you get it back if the deal falls apart depends entirely on the specific terms you and the buyer agreed to, usually spelled out in the LOI or a separate deposit agreement. Some deposits are fully refundable unless a specific triggering event occurs; others become non-refundable once certain milestones or conditions are met; some are refundable only if the deal collapses for reasons on the other side's part rather than your own.

The nuance that catches people off guard is assuming a deposit works the way a house deposit does, with familiar, predictable conventions. In a business sale, there's no equivalent default — the document you signed is the only thing that decides the outcome, and vague or missing language about what happens if the deal falls apart is exactly what turns into a dispute later.

Before treating a deposit as either safely returnable or safely someone else's to keep, have the actual wording reviewed by a Treadstone business lawyer, ideally before you sign it rather than after the deal has already fallen through.