What happens to my deposit if due diligence uncovers a problem the buyer didn't expect?

This turns on whether the deposit was made conditional on due diligence in the first place — a common way to structure deposits precisely because buyers want protection against exactly this scenario. If your agreement ties the deposit's refundability to the buyer's diligence findings, and the problem uncovered gives the buyer a contractual right to walk away, the deposit is typically returned according to those terms, even though you may feel the outcome is unfair.

If, instead, the deposit was described as non-refundable regardless of what due diligence turns up, the buyer generally bears that risk by having agreed to those terms upfront — an unexpected problem doesn't automatically override clear non-refundable language just because it came as a surprise. The nuance that catches people out is assuming one of these structures applies without checking, since deposits in a business purchase and sale don't follow a single standard convention the way some other deposits do.

Before responding to a claim that a due diligence problem entitles the buyer to the deposit back, or insisting it doesn't, read the exact conditions attached to the deposit itself. A Treadstone business lawyer can confirm what those specific terms actually require.