Can I inherit obligations under an employment contract I never signed or saw?
In a share purchase, yes — the corporation is bound by the employment contracts it entered into, whether or not you personally ever saw or signed them, because you're acquiring the corporation as it already exists, obligations included. This is one of the reasons a full review of key employment agreements, particularly for senior employees with negotiated terms like enhanced notice, bonus structures, or specific severance provisions, is a standard and important part of due diligence before a share purchase, rather than something to discover only after you're already the owner.
In an asset purchase, you're generally not bound by the seller's existing employment contracts as written, since you're a new employer entering your own relationship with anyone you choose to hire — though if you continue an employee's employment as part of a going-concern sale, the statutory continuity rules can still apply to their entitlements regardless of what any old contract said, and you may end up negotiating your own new terms with them directly.
Review key employment contracts specifically before closing, particularly for anyone with enhanced or unusual terms. A Treadstone business lawyer can help identify contracts that need closer attention.
Key takeaways
- A share purchase binds you to employment contracts you never personally saw or signed.
- Reviewing key employment agreements, especially for senior staff, is essential due diligence before a share deal.
- An asset purchase generally lets you set your own new terms with anyone you choose to hire.
- Statutory continuity can still apply to entitlements even where an old contract itself doesn't bind you.