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Buying & Selling a Business

Can I be forced to honour supplier contracts the failing business signed right before it collapsed?

TSL Written by the Treadstone Law team· Updated August 2026

Generally, no. In an asset purchase, a buyer only takes on the contracts it expressly agrees to assume in the purchase agreement, so supplier contracts the seller signed are not automatically binding on you just because you bought some of the seller's assets. This holds true even for contracts signed shortly before the business collapsed, unless you specifically agree to step into them.

The exception is where you actually want, or need, a particular supplier contract to keep operating and negotiate to have it assigned or assumed as part of the deal, which typically also requires the supplier's consent, since a contract usually can't be transferred to a new party without the other side agreeing. During due diligence, get a full list of the seller's material contracts and go through them one by one, making clear which ones are, and are not, coming along with the purchase, rather than leaving the question open and assuming the answer is obvious.

Key takeaways

  • A buyer generally only takes on contracts expressly assumed in the purchase agreement.
  • Supplier contracts signed shortly before collapse do not automatically bind the buyer.
  • Assuming a wanted contract typically requires the supplier's own consent to assignment.
  • Review material contracts individually and specify what's included, rather than assuming.
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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