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Buying & Selling a Business

Can a lawyer refuse to release funds if the paperwork isn't perfectly in order?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, and in most situations a lawyer is expected to. A lawyer holding client funds in trust is generally required to follow the closing conditions that have been agreed to and any undertakings given to the other side's lawyer, and releasing funds or delivering documents before something required has actually been satisfied can expose the lawyer to real professional consequences. This isn't the lawyer being difficult for its own sake — it's a safeguard built specifically to protect the client's own money.

In the moment, this can feel frustrating if you're eager to complete a deal that's otherwise ready to go. The usual fix isn't to pressure the lawyer to release funds anyway, but for the lawyers on both sides to work out an escrow arrangement, a short extension, or a documented undertaking that lets closing proceed on a basis both lawyers are comfortable with. If your lawyer is holding things up, ask specifically what's outstanding and what workaround is being discussed, rather than assuming the delay is unnecessary caution.

Key takeaways

  • Lawyers are generally expected to withhold funds until closing conditions are actually met.
  • This protects the client, even when it feels frustrating in the moment.
  • The usual fix is an escrow arrangement, short extension, or documented undertaking.
  • Ask what's outstanding and what workaround is being discussed rather than pushing to override it.
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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