What happens if the numbers I relied on came from the broker, not the seller directly?
The fact that figures passed through a broker rather than coming straight from the seller doesn't usually change the seller's own contractual responsibility for the representations actually made in the purchase agreement. If the seller adopted, provided, or approved the numbers the broker relayed, they generally remain the seller's representation for indemnity purposes, regardless of who physically communicated them to you during the process.
Separately, if the broker knew the figures were false and passed them along anyway rather than simply relaying what the seller told them, the broker may face independent liability of their own — a claim distinct from, and in addition to, holding the seller to what the purchase agreement actually says. Pursuing the broker isn't a substitute for the claim against the seller; it's potentially an additional avenue on top of it. Confirm which representations in the agreement the disputed numbers actually correspond to before assuming the broker's involvement changes your position against the seller.
Key takeaways
- The seller's own contractual responsibility generally doesn't shift just because a broker relayed the numbers.
- If the seller adopted the figures, they remain the seller's representation for indemnity purposes.
- A broker who knowingly passed along false numbers can face separate, additional liability.
- Confirm which specific representation the disputed numbers tie back to first.