A dishwasher's small diner purchase almost closed on a bad lease

The situation

Soraya noticed it on a Tuesday night, reading the agreement of purchase and sale for the third time at her kitchen table. The clause about the lease did not say what she had assumed it said. She had read it twice before and skimmed past it both times, thinking it was boilerplate. This time the word 'assignment' sat differently on the page, and she felt the floor shift a little.

She and her partner Rosa had moved to Cambridge from another province six months earlier so Soraya could take over a small breakfast restaurant from a retiring owner named Jasleen. Soraya had worked as a dishwasher in restaurant kitchens for years and knew the business end to end. Rosa worked as a factory technician and had agreed to help cover costs while the restaurant found its feet. They had put together a modest amount, financed partly through savings and partly through a small loan, to buy the business for a price in the low hundreds of thousands.

To save money, Soraya had negotiated the agreement of purchase and sale herself with Jasleen's help, using a template she found online and adjusting it for their deal. The template included a short adjournment clause, almost as an afterthought, that let either party push the closing date back by up to two weeks once, without needing the other side's consent, so long as notice was given before the original date. Neither of them had thought much about why it was there.

Closing was set for a Friday, three days after Soraya's read-through. The clause she was worried about covered what happened to the lease between Jasleen and the landlord when the business changed hands. On its face it looked routine. Read closely, it did not actually commit the landlord to anything, and nobody had confirmed the landlord would agree to assign the lease to Soraya at all. If the landlord refused or wanted new terms, Soraya could end up owning a restaurant with nowhere to operate it.

What the review found

Soraya called our office the next morning, which was the first time she had spoken with a lawyer about the deal since it started. We asked her to send everything: the agreement of purchase and sale, the current lease, and any correspondence with the landlord. We read the file that afternoon.

The lease itself required the landlord's written consent before it could be assigned to a new tenant, which is a standard requirement in commercial leases and not unusual on its own. What was missing was any sign that consent had been requested. Jasleen had told Soraya informally that the landlord was 'fine with it,' but nothing in writing said so, and the agreement of purchase and sale did not make closing conditional on that consent actually being obtained.

That gap mattered because if Soraya closed and paid for the business without the landlord's consent in hand, she would own the equipment, the recipes, and the goodwill of a restaurant with no confirmed right to occupy the space it operated from. If the landlord then refused to assign the lease, or agreed only with a large rent increase attached, Soraya's recourse against Jasleen was far from guaranteed. Without a consent condition, the answer would turn on whatever else the agreement said about the lease, whether it was among the assets Jasleen had promised to deliver, what Jasleen had represented about the landlord's willingness to consent, and whether Jasleen was obliged to make reasonable efforts to obtain it. The template neither of them had thought carefully about was silent on all of that too, which is exactly why the gap was worth fixing before closing rather than after.

We also found a second, smaller issue. The equipment list attached to the agreement did not match what Soraya had actually inspected during her walkthroughs, and two items she had counted on, a commercial dishwasher and a walk-in cooler shelving unit, were not listed at all. On their own these were minor. Combined with the lease gap, they told us this had been negotiated by two people without legal help, doing their best, and missing the kind of detail that only shows up when someone reads a commercial lease and a sale agreement side by side for a living.

With closing three days away, there was not enough time to properly chase down landlord consent, confirm the equipment list, and redraft the relevant clauses. But the agreement already gave us a tool nobody had planned to need.

What we did

1. Confirmed the adjournment clause was still available. We checked the exact wording Soraya had used from her template and confirmed it allowed either party to delay closing by up to two weeks with written notice given before the original closing date, without the other side's agreement being required. Because Soraya had not used it before, the full two weeks was still open to her, which gave us a real runway instead of a few extra days.
2. Sent formal written notice of the adjournment. We drafted and sent notice to Jasleen the same day, moving closing back by ten business days. This was a contractual right under the agreement, not a request, so it did not require Jasleen's consent, though we explained our reasoning to keep the relationship workable through closing.
3. Contacted the landlord directly. Rather than relying on Jasleen's informal assurance, we wrote to the landlord's property manager requesting written consent to assign the lease to Soraya, attaching the basic financial information a landlord typically wants to see before agreeing to a new commercial tenant.
4. Negotiated the consent terms. The landlord came back wanting a modest increase in the security deposit and a personal guarantee from Soraya, which is common when a lease changes hands. We reviewed the guarantee language, narrowed it so it only covered rent and not the landlord's other potential claims, and got it in a form Soraya was comfortable signing.
5. Made landlord consent a closing condition. We amended the agreement of purchase and sale so that closing was now conditional on written landlord consent being delivered before the new date, protecting Soraya if the landlord had refused outright.
6. Resolved the equipment discrepancy. We raised the missing dishwasher and shelving unit with Jasleen directly. Jasleen agreed to include them at no additional cost once it was clear the original list had simply been drawn up carelessly rather than in bad faith.
7. Closed on the adjourned date. With landlord consent signed, the guarantee limited, and the equipment list corrected, the deal closed ten business days after the original date, well within the window the clause allowed.

The outcome

The deal closed with the landlord's written consent in hand, a guarantee limited to what Soraya was actually willing to stand behind, and every piece of equipment she had walked through the kitchen and counted on. The two-week delay cost her nothing beyond a slightly later start date, and Rosa's factory job continued covering household expenses through the short gap without strain.

Had Soraya closed on the original date without raising the lease issue, she would have taken on a business with no confirmed right to the space it operated in, and only whatever recourse the agreement's other terms might have given her against Jasleen if the landlord had refused to cooperate afterward, recourse nobody had bothered to build in deliberately. The adjournment clause, included almost by accident in a template neither of them had thought carefully about, turned out to be the exact tool needed once a real problem surfaced late.

Soraya now runs the restaurant with a lease properly assigned in her name and a guarantee she understands the limits of. She has told us since that the biggest lesson was not the lease itself but how close she came to signing off on a deal she had negotiated alone, confident she understood documents that were written by people who do this professionally on the other side of similar deals every day.

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