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Buying & Selling a Business

Can I get out of a signed purchase agreement if I find a deal-breaker before closing?

TSL Written by the Treadstone Law team· Updated August 2026

It depends on whether the problem you've found ties to something the agreement actually gives you a right to act on. Two main paths exist before closing: an unsatisfied closing condition (financing, a licence transfer, a clean due diligence result, or similar) that you're entitled to rely on, or a material-adverse-change clause allowing termination where the business's condition has significantly worsened since signing. If your deal-breaker fits within one of those negotiated rights, you generally can terminate without being the one in breach.

If it doesn't — you simply changed your mind, or the issue was already known and accepted when you signed — walking away is itself a breach of a binding contract, exposing you to the seller's own claims, including potential loss of a deposit. This is a genuinely different question from a post-closing indemnity claim, which only becomes available once the deal has actually closed; before closing, your options run through conditions and MAC rights instead. Get the specific clause language reviewed before deciding.

Key takeaways

  • Walking away before closing depends on an unmet condition or a MAC clause, not just a bad discovery.
  • A deal-breaker outside those negotiated rights can make backing out itself a breach.
  • This is a different legal path from a post-closing indemnity claim.
  • Have the actual condition and MAC language reviewed before deciding to terminate.
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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