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Buying & Selling a Business

Is my deposit at risk if the buyer simply changes their mind?

TSL Written by the Treadstone Law team· Updated August 2026

Whether a deposit is at risk in this situation depends entirely on how the deposit terms were actually drafted, not on how fair or unfair the buyer's change of mind feels. Some deposit clauses tie forfeiture or refund to specific triggering events — a failed financing condition, a due diligence problem, a breach by one side — while others are drafted more broadly, refundable unless a particular circumstance applies. A plain change of mind, with no other cause, may or may not fall within whatever trigger your specific document uses.

The trap is assuming a deposit automatically protects the party holding it just because the other side backed out for a weak reason. If your agreement makes the deposit refundable except in narrowly defined circumstances, and "changed their mind" doesn't fit any of them, you may still be required to release it even though you feel the buyer's withdrawal was unjustified.

Because this comes down entirely to the specific wording of the deposit clause — and vague drafting is exactly what turns this kind of situation into a dispute — have a Treadstone business lawyer review the actual terms rather than relying on what feels fair.

Key takeaways

  • What happens to the deposit depends on the specific triggers written into the agreement.
  • A plain change of mind may not fall within a narrow forfeiture trigger, even if it feels unfair.
  • There's no general rule protecting the deposit holder just because the other side's reason was weak.
  • Have a lawyer confirm what the actual deposit clause requires before assuming either outcome.
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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