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Buying & Selling a Business

What happens if a receivership sale falls through after I've already paid a deposit?

TSL Written by the Treadstone Law team· Updated August 2026

What happens to your deposit depends entirely on the terms of the purchase agreement and any court order approving the sale process, since receivership sale agreements typically spell out specifically when a deposit is refundable versus forfeited — for example, if you fail to close without a valid reason, versus if the sale simply doesn't receive court approval or a stated condition isn't met.

Because these processes are often court-supervised, a dispute over the deposit may also need to go back before the court overseeing the receivership, rather than being resolved purely between you and the receiver directly. Before paying a deposit in this kind of purchase, have a lawyer confirm exactly what triggers forfeiture versus return, since distressed-sale agreements are not always as buyer-friendly on this point as an ordinary purchase agreement would be, and the receiver's priority is generally maximizing recovery for creditors rather than protecting your deposit.

Key takeaways

  • Deposit treatment depends entirely on the purchase agreement's specific terms.
  • Agreements typically distinguish forfeiture for buyer default from a sale that fails to get court approval.
  • A deposit dispute in a receivership sale may need to go back before the supervising court.
  • Confirm what triggers forfeiture versus refund with a lawyer before paying the deposit.
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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