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Buying & Selling a Business

Can I structure a purchase so I only take on the business's good contracts?

TSL Written by the Treadstone Law team· Updated August 2026

Yes — in an asset purchase, you assume only the contracts you choose to assume, and there's no obligation to take on ones you consider unfavourable, outdated, or simply not useful to you. The purchase agreement identifies the assumed contracts specifically, and everything else remains the seller's responsibility to deal with, whether that means performing it, terminating it, or winding it down.

The nuance is confirming the "good" contracts are actually usable in your hands. Some contracts, particularly commercial leases and certain supplier or customer agreements, require the other party's consent before they can be assigned to a new party — under Ontario's Commercial Tenancies Act, a lease's consent-to-assign clause is generally deemed not to be unreasonably withheld, but the lease's own wording still controls first, and consent still needs to actually be obtained. A contract you're counting on keeping may also contain a change-of-control or assignment restriction that complicates a clean transfer even though you and the seller both want it to move.

A business lawyer reviewing each contract you intend to assume — not just deciding you want it — is what confirms the good contracts you're planning around will actually transfer the way you expect.

Key takeaways

  • An asset purchase lets a buyer choose which contracts to assume and leave the rest.
  • Contracts you don't assume remain the seller's responsibility, not yours.
  • Some contracts, especially leases, require the counterparty's consent to assign.
  • Confirm assignability of each contract you're counting on, not just your intention to keep it.
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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