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Buying & Selling a Business

Can a partner buyout be structured so the departing partner gets paid based on future performance?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, an earn-out style structure, where some of the buyout price depends on the business's performance after the departing partner leaves, can be used in a partner buyout just as it can in a sale to an outside buyer. This can help bridge a valuation disagreement, since the partners don't have to agree on a single fixed number up front if part of the price is tied to results that play out over time instead.

It does require careful drafting: what metrics determine the payment, over what period, how those numbers get calculated and verified, and what happens if the remaining owner's decisions after the buyout affect the results the earn-out depends on, which is a common source of dispute in these arrangements generally. Because the departing partner no longer controls the business but their payout may depend on how it's run afterward, earn-out terms in a partner buyout deserve at least as much scrutiny as in any other sale.

Key takeaways

  • Earn-out structures can bridge a valuation disagreement in a partner buyout.
  • Clear metrics, calculation methods, and verification rights need to be spelled out.
  • The departing partner no longer controls decisions that may affect their own payout.
  • Earn-out terms deserve at least as much scrutiny here as in any other business sale.
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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