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Buying & Selling a Business

Can a seller demand to be notified of a claim within a set number of days or lose the right to defend it?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, and notice provisions of exactly this kind are standard in Ontario purchase agreements. A seller reasonably wants to know about a potential claim promptly, particularly for a third-party claim, so it has a real opportunity to participate in or control the response before decisions are made without its input, and purchase agreements commonly set a specific number of days within which the buyer must give written notice of a claim, describing its nature and, where possible, the estimated amount involved.

What happens if the buyer misses that deadline depends on the specific wording used. Some agreements treat timely notice as a strict condition, meaning late notice can bar the claim outright regardless of prejudice to the seller, while others only reduce or bar the claim to the extent the seller was actually prejudiced by the delay, which is a meaningfully more forgiving standard for a buyer who is a few days late. Buyers should treat notice deadlines as a real, calendar-driven obligation rather than an afterthought, since missing one can jeopardize an otherwise valid claim depending on how strictly the clause is written.

Key takeaways

  • Notice-of-claim deadlines are a standard and enforceable feature of purchase agreements.
  • The consequence of missing a deadline depends entirely on the specific wording used.
  • Some clauses bar a late claim outright; others only reduce it for actual prejudice.
  • Buyers should track and meet notice deadlines as firm, calendar-driven obligations.
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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