TREADSTONE LAW · ONTARIO · DIGITAL LEGAL SERVICES · EST. MMXXI ·TSL
Learn/Ask a Lawyer/Buying & Selling a Business/What happens if the…
Buying & Selling a Business

What happens if the business's equipment turns out to be broken or missing after I take over?

TSL Written by the Treadstone Law team· Updated August 2026

Whether this supports a claim depends on what the purchase agreement actually said about the equipment's condition and existence. If the seller represented the equipment as being in good working order, or the disclosure schedule listed specific items that turn out to be missing entirely, discovering this after closing generally supports an indemnity claim for breach of that representation, subject to the survival period, cap, and basket that apply. If the agreement was silent on condition, or the relevant assets were sold "as-is," you may have assumed that risk with little recourse.

This is exactly why a careful final walkthrough and inventory count at closing matter: problems caught and documented before closing shift toward a condition or price-adjustment conversation at the time, while ones discovered only afterward shift toward this kind of post-closing indemnity analysis instead. Compare what was actually represented, or listed in the disclosure schedule, against what's now missing or broken before assuming a claim automatically exists — the specific wording is what determines whether you have one.

Key takeaways

  • Whether equipment problems support a claim depends on what was actually represented about it.
  • An "as-is" sale of the relevant assets can mean the buyer assumed that risk.
  • A careful closing walkthrough is what usually catches this before it becomes a dispute.
  • Compare the actual representation or disclosure schedule wording before assuming a claim exists.
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.
Was this helpful?Share:

Go deeper

Still have questions?

Search 6,000 answers, or send yours to a Treadstone lawyer — we answer in plain language.

All answersStart a File →