Does buying a restaurant mean I inherit its existing supplier and delivery contracts automatically?
Whether you inherit the seller's supplier and delivery contracts depends heavily on how the deal is structured. In a share sale, the operating corporation itself doesn't change, so its existing contracts generally continue on their existing terms, subject to any change-of-control clause the supplier may have written into the agreement. In an asset sale, contracts don't automatically follow the business; each material contract generally needs to be specifically assigned to the buyer, and most commercial contracts require the other party's consent before an assignment is effective.
This matters more than it might seem, because favourable pricing, delivery terms, or exclusivity arrangements a restaurant has built up with suppliers over time can be a real part of what makes the business valuable, and losing them (or having to renegotiate from scratch) can change the economics of the deal. Due diligence should identify which supplier and delivery agreements the business actually relies on, confirm whether they're assignable, and get consent lined up before closing rather than discovering after the fact that a key supplier isn't willing to continue on the same terms with a new owner.
Building assignment and consent into the closing conditions protects the buyer from this gap.
Key takeaways
- Share sales generally carry existing supplier contracts forward automatically, subject to any change-of-control clause.
- Asset sales require each contract to be specifically assigned, usually with the supplier's consent.
- Favourable supplier terms can be a real part of a restaurant's value, worth confirming before closing.
- Line up consents and assignments as closing conditions rather than assuming continuity.