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№ 180 Case Study — Buying & Selling a Business

Six months into a bidding process, the financing deadline finally moved

Niloufar had put her retirement savings on the line to buy a small Essex business, then watched the sale process drag past every deadline she had planned around, until her financing commitment itself was days from expiring.

Buying & Selling a Business6 min readEssex, OntarioRunning a competitive process
All Buying & Selling a Business case studies
ClientNiloufar, buying a small business in Essex using her retirement savings, with her partner Imran
The issueA competitive sale process ran six months past its expected timeline, threatening to expire the buyer's financing commitment before closing
ServiceNegotiation with a self-represented seller to restructure deadlines and reallocate closing costs into a workable compromise
ResolutionA partial win — the deal closed on revised terms that cost the buyer some ground but preserved the purchase before financing lapsed

The situation

Niloufar had eleven days left before her financing commitment expired when she finally called our office. She had been managing the purchase largely on her own for months, exchanging emails with the seller and waiting through delay after delay, and the lender's letter sitting on her kitchen counter now had a date circled on it that she could not move.

She worked as a line cook, and her partner Imran drove long-haul routes across the province, often gone for stretches at a time. Together they had decided to put a meaningful portion of Niloufar's retirement savings toward buying a small business in Essex, a modest operation priced in the low hundreds of thousands, because they had run the numbers and believed it would outperform what the savings were earning left alone. That calculation depended on the purchase actually closing on something close to schedule.

The seller, a woman named Shazia, had listed the business through a competitive sale process, meaning multiple interested buyers submitted offers and the highest and best terms were meant to be selected within a defined window. Niloufar had come out ahead in that process roughly six months earlier. What should have taken eight to ten weeks from accepted offer to closing had stretched to nearly half a year, largely because Shazia was representing herself throughout the negotiation and kept requesting changes to terms that had already been agreed.

Each round of changes required Niloufar's financing commitment to be extended, and lenders do not extend commitments indefinitely. The letter on her counter said the current extension was final. If closing did not happen within eleven days, Niloufar would need to reapply for financing entirely, at whatever rate and terms were available at that point, with no guarantee the numbers would still work.

What made this urgent

The eleven-day window was not the only pressure point. Shazia, negotiating without a lawyer, had recently asked for a further change to the deal: a higher deposit released to her before closing, in exchange for agreeing to finally set a firm date. Niloufar had almost said yes out of sheer exhaustion with the process, without understanding what she would be giving up if the deal still did not close on time.

A self-represented seller changes the dynamics of a negotiation in ways that are not always obvious to the other side. Shazia was not being unreasonable out of bad faith. She simply did not have anyone advising her on what was standard, what was negotiable, and what commitments she was actually capable of keeping, so she kept agreeing to dates and then discovering she needed more time for her own reasons, whether that was arranging her next living situation or finishing her own due diligence on transferring supplier accounts.

The pattern had repeated often enough that Niloufar no longer trusted any date Shazia proposed, but she also had no leverage to force the issue, because nothing in the original agreement addressed what would happen if delays caused a financing commitment to lapse. The agreement was silent on who bore that risk, which meant if the deal collapsed because financing expired, Niloufar could be left having spent months and legal costs with nothing to show for it, while Shazia relisted the business and started the process again with someone else.

What made the eleven days urgent, beyond the calendar itself, was that Niloufar's lender had made clear this was the last extension available without a fresh application, and a fresh application meant reassessing her financial picture from scratch, including the fact that a meaningful portion of her retirement savings was already tied up in deposits and due diligence costs tied to this specific deal. Walking away and starting over with another business was not a realistic option at this point without absorbing losses she could not easily recover.

What we did

  1. Reviewed the financing commitment letter first. Before touching the negotiation with Shazia, we confirmed exactly what the lender's letter required, including the true final date for closing and whether any short extension might still be available directly from the lender if the deal needed a few more days. This told us how much real room we had to work with.
  2. Contacted the lender directly. We reached out on Niloufar's behalf and secured a short additional grace period of a few business days beyond the stated deadline, framed as a closing-in-progress accommodation rather than a full extension, which gave us slightly more room than the letter on the counter suggested.
  3. Wrote directly to Shazia in plain terms. Because Shazia had no lawyer, we corresponded in a way that explained the financing deadline clearly and factually, without assuming she understood standard closing mechanics, so the urgency was communicated rather than left for her to infer from tone.
  4. Proposed a firm date tied to a modest concession. Rather than simply demanding Shazia commit to yet another date she might not keep, we offered a specific, small adjustment in Niloufar's favour on closing costs in exchange for Shazia signing a binding amendment naming a firm closing date with no further extensions available to either side.
  5. Declined the higher deposit request. We advised Niloufar against releasing an increased deposit before closing, explaining that doing so would have handed Shazia more leverage and more money at risk with no matching protection if the date still slipped again.
  6. Coordinated the closing timeline with Niloufar's lender. We kept the lender informed of the firm date as soon as it was signed, so funding was arranged well ahead of the deadline rather than left to the final days, removing one more variable that had caused delay earlier in the process.
  7. Closed within the grace period. The deal closed four days before the lender's absolute final date, with the modest cost concession in place and no increased deposit ever released.

The outcome

The deal closed, and Niloufar kept her financing on the terms she had originally secured, avoiding a costly reapplication at a point where rates and her own financial picture might have made the purchase unworkable. That was the win. It came with a real cost: the concession on closing expenses meant Niloufar absorbed a few thousand dollars in costs that, under the original agreement, would have been split differently, and she did not get the firm certainty earlier in the process that would have let her plan around a set date months sooner.

This was a partial outcome rather than a clean one. Niloufar had wanted the original terms honoured without concession, and in a process where the other side had already shown a pattern of delay without consequence, forcing that outcome purely on principle risked losing the deal entirely once the financing deadline arrived. The compromise traded a defined dollar cost for certainty, which was the trade that mattered most given what was actually at stake.

Imran's income from long-haul driving carried the household through the final stretch while Niloufar's retirement savings stayed committed to a business that, once it finally closed, began operating on the schedule she had planned around from the start. Shazia, for her part, got the firm date she had been unable to commit to on her own, and the transaction ended without further disputes once closing was complete.

What you can learn from this

  • A financing commitment letter has a real, final expiry date, and lenders are not always willing to extend it indefinitely. Track that date independently of whatever timeline the other side of a negotiation is proposing.
  • A self-represented seller is not necessarily acting in bad faith, but they may not understand what commitments they can actually keep. Communicate deadlines and consequences in plain terms rather than assuming shared context.
  • If an agreement is silent on what happens when delays cause financing to lapse, that silence usually favours whichever side has less to lose from the deal collapsing. Address that gap before it becomes urgent.
  • A firm date secured through a modest concession is often worth more than holding out for full terms on a deal that has already shown a pattern of slipping. Certainty has value you can put a number on.
  • Before agreeing to release a larger deposit to keep a stalled deal moving, ask what protection you are getting in return. A bigger deposit with no matching commitment just increases what you stand to lose.
This case study is entirely fictional. It does not describe any real client, file, or matter handled by Treadstone Law, and it is not a real file with details changed. All names, people, properties, businesses, dollar amounts, dates, and events are invented, and any resemblance to a real person, business, or situation is coincidental. Fictional scenarios like this one illustrate the kinds of legal issues people in Ontario commonly face and how a lawyer can help. They are general information, not legal advice — no two matters unfold the same way, and nothing here predicts the outcome of any real case. Reading a case study does not create a lawyer-client relationship. If you are facing something similar, speak with a lawyer about your specific circumstances.

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