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Buying & Selling a Business

Can I get out of an LOI if the buyer misrepresented themselves before I signed it?

TSL Written by the Treadstone Law team· Updated August 2026

Potentially, though the practical value of "getting out" depends on what you're actually trying to escape. If the core deal terms in your LOI were already non-binding, a misrepresentation that induced you to sign doesn't add much — you weren't bound to sell on those terms anyway. Where misrepresentation matters more is if it induced you into one of the LOI's binding provisions, such as an exclusivity commitment you'd argue you never would have agreed to had you known the truth about the buyer.

General contract principles allow a party induced into an agreement by a false statement of fact — about financial capacity, identity, or intentions, for example — to potentially treat that specific commitment as unenforceable, though this depends heavily on what exactly was misrepresented, whether you reasonably relied on it, and what you can actually prove. It isn't a guaranteed escape hatch, and courts look closely at the facts rather than accepting a bare claim of misrepresentation.

If you believe you were misled into signing, gather what you have — communications, representations made before signing — and have a Treadstone business lawyer assess whether it genuinely undermines any binding provision you're trying to get out of.

Key takeaways

  • Misrepresentation matters most where it induced you into a binding clause, not a non-binding term.
  • A false statement of fact you reasonably relied on can potentially make that commitment unenforceable.
  • This isn't automatic — it depends on the facts and what you can actually prove.
  • Document what was said before signing and have a lawyer assess your specific situation.
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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