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Buying & Selling a Business

What if I find out the landlord already has grounds to terminate the lease before I even try to sell?

TSL Written by the Treadstone Law team· Updated August 2026

This is a serious problem to uncover before, rather than during, a sale, because an existing default can undermine the whole transaction regardless of how cooperative your buyer or their financing might otherwise be. If the landlord already has valid grounds to terminate — for unpaid rent, a breach of another lease term, or something else — that risk doesn't go away just because you've found a buyer, and a landlord aware of a pending sale may have less incentive to overlook it than they otherwise would.

Depending on the nature of the default, you may be able to cure it before approaching the landlord about the assignment at all — paying arrears, remedying a breach, or negotiating a resolution — which puts you in a far stronger position than trying to negotiate a sale-related consent while an unresolved default is hanging over the lease.

Because this can affect both your ability to sell and your buyer's confidence in the deal, address it proactively and, where possible, resolve it before disclosing the sale to the landlord. A Treadstone business lawyer can help assess your options and negotiate a cure.

Key takeaways

  • An existing lease default can undermine a sale regardless of how ready your buyer otherwise is.
  • The risk doesn't disappear just because a sale is now in progress.
  • Curing the default before approaching the landlord about assignment puts you in a stronger position.
  • Address and resolve known defaults proactively rather than surfacing them during the consent request.
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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