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Buying & Selling a Business

Can a buyer still make an indemnity claim after they've already resold the business to someone else?

TSL Written by the Treadstone Law team· Updated August 2026

Often yes, though it depends on what happened to the buyer's rights under the original purchase agreement when the business was resold. If the buyer's indemnity rights against the original seller were expressly assigned to the new purchaser as part of the resale, the new purchaser would generally be the one entitled to pursue a claim going forward, and the original buyer's own standing to claim directly may be reduced or gone, depending on how that assignment was worded.

If those rights were not assigned, or were expressly retained by the original buyer, the original buyer can generally still bring a claim for their own loss, such as a reduction in the price they were able to get on the resale that is traceable to an undisclosed issue from the original purchase, provided the claim is still within the original agreement's survival period. Because this depends heavily on how both the original purchase agreement and the later resale documents were drafted, a buyer in this position should have both sets of documents reviewed together before assuming either outcome.

Key takeaways

  • Whether a claim survives resale depends on what happened to the buyer's original rights.
  • Assigning indemnity rights to the new purchaser can shift who is entitled to claim.
  • Retained rights generally still support a claim for the original buyer's own loss.
  • The claim must still fall within the original agreement's survival period.
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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