A checkout fee threatened to sink a business sale in Perth

The situation

What worried Olha was not the complaint itself. It was the closing date sitting five days away, and a long weekend eating three of them, with the buyer's lawyer already asking pointed questions about a customer review that mentioned a fee nobody had priced into the quote.

Olha, a former respiratory therapist, had taken over the company from her father a decade earlier, growing a two-truck heating and appliance repair outfit into a company doing installation, maintenance contracts and appliance sales across the region, with revenue that had settled in the low millions. Her brother Siran, a millwright by trade before he came into the business full time, ran operations and dispatch. Together they had agreed to sell to an outside buyer who wanted to fold the company into a larger regional service group, and the deal had been under negotiation for months.

The advertised price for a standard furnace inspection or appliance install was a flat number, quoted on the phone and repeated on the invoice header. What customers were seeing at checkout, though, was that number plus a line item labelled as an environmental and disposal fee, added by the technician on-site and explained only if the customer asked. Most did not ask. A handful had, gotten no clear answer, and one of them, a customer named Aram who had organized a small group of similarly frustrated customers, had sent a letter threatening to raise the practice with the provincial consumer affairs office.

The letter reached Siran on a Friday. The closing was the following Wednesday. Under the purchase agreement, Olha and Siran had to confirm in writing that there were no unresolved consumer complaints that could expose the company to regulatory risk after the sale. A letter naming deceptive pricing, sitting in the buyer's inbox before that confirmation was signed, put the entire transaction in question.

The buyer was a regional service group that had already acquired two similar companies in the area, and its lawyers had built the purchase agreement around exactly this kind of risk: representations the seller had to stand behind personally, with part of the price held back pending nothing turning up before closing. Olha had signed off on that structure without dwelling on it, since the business had no history of lawsuits, no employment claims, nothing that looked, on paper, like the kind of thing those clauses were meant to catch. A pricing complaint from a customer group had never crossed her mind as the risk that would test the language.

What made the timing worse was that Siran was the one who actually knew how the fee had come about, and he was away for the long weekend visiting family out of province when the letter arrived, reachable only by phone. Olha had to make an initial call to the buyer's side about how the company would respond before she had even had a full conversation with her own brother about the fee itself.

What the documents showed

We asked for everything: the advertising copy, the phone scripts dispatch staff used to quote jobs, the invoice templates, and a sample of recent work orders. The pattern was consistent and, once laid out on paper, easy to see. The advertised price never mentioned the disposal fee. The phone scripts did not either. The fee appeared for the first time on the invoice the technician handed over at the end of the job, after the work was already done.

Under the Consumer Protection Act, a business cannot advertise one price and then charge a materially different one without disclosing the additional charge before the customer commits. It does not matter whether the fee itself is reasonable or whether it covers a real cost. What matters is whether the customer had the information needed to agree to the total price before the job started. Here, they did not.

The documents also showed the practice was not new. Invoices going back roughly two years carried the same undisclosed line item, so the exposure was not limited to the handful of customers who had complained. Aram's group was the visible part of a larger pattern the buyer's own diligence team could uncover with the same document request we had just made.

What the documents did not show was intent to deceive in the sense of a deliberate scheme. The fee had been added years earlier by a previous operations manager to recover rising disposal costs, and it had simply never made it into the advertised price when Olha updated the marketing materials. That distinction mattered less to the Consumer Protection Act, which does not require bad intent, than it did to how we framed the problem for the buyer: a fixable process gap, not evidence of a company built on misleading customers.

We also reviewed how the fee had been applied across job types, since a defensible correction depends on the full pattern, not just the loudest complaint. The fee showed up consistently on installation invoices, where old units were hauled away, but not on repair visits where nothing was removed from the property. That distinction mattered: it meant the underlying cost the fee was meant to cover was real and traceable, even though the way it had been disclosed to customers was not. A regulator or a skeptical buyer's counsel reviewing the same documents would likely draw the same conclusion, which gave us a factual basis for describing this as a disclosure failure tied to a genuine cost, not a fee invented to pad margins.

What we did

1. Pulled the full document set before responding to anyone. Before drafting a single reply to Aram or the buyer's counsel, we needed to know the actual scope of the problem rather than react to one letter. Reviewing two years of invoices told us how many customers were affected and let us give Olha an honest exposure estimate instead of a guess.
2. Assessed the exposure against the closing timeline. With the closing date fixed, we could not treat this as a normal regulatory response with months to work through. We built a short memo for Olha and Siran setting out the realistic range of what a refund program and a corrective disclosure would cost, so they could decide quickly what they were prepared to offer.
3. Opened a direct line to the buyer's counsel. Rather than let the buyer's lawyer keep finding pieces of the story through Aram's letter and online reviews, we disclosed the issue proactively, with our own summary of scope and a proposed fix attached, before they could frame the narrative for us. Proactive disclosure changed the conversation from a hidden problem to a managed one, which mattered for how the rest of the week's negotiation went.
4. Negotiated a holdback instead of a price cut. The buyer's first position was a reduction in the purchase price to account for the risk. We proposed a holdback instead, a portion of the sale proceeds held in escrow for a fixed period, released to Olha and Siran once the refund program was complete and no further complaints materialized. This protected the buyer without permanently reducing what our clients received.
5. Drafted corrected pricing disclosure for go-forward use. We rewrote the advertised price to include the disposal fee as a stated line item, and revised the phone script so dispatch staff quoted the full total, not just the base price. This became a condition the buyer required before closing, and it was the fix that actually mattered for future customers.
6. Reached out to Aram's group directly. Rather than let the complaint sit unanswered while the sale proceeded, we contacted Aram to acknowledge the fee had not been properly disclosed and to offer a refund of the disputed amount to everyone in his group. Resolving the complaint before closing removed the live regulatory threat the buyer was most worried about.
7. Documented the refund program for the escrow release. We kept a clear paper trail of every refund issued, matched against the original invoice and the customer's name, so that when the holdback period ended there would be no dispute about whether the condition had been satisfied. The buyer's counsel had standing to review this record before authorizing release, and a file that answered their questions before they were asked kept the six-month window from becoming a second negotiation.
8. Briefed Olha on how to talk about the fee if a customer or the buyer's team raised it again. With the deal still open and the corrective work underway, we gave Olha a short, honest explanation she could use in conversation, acknowledging the disclosure gap and pointing to the fix, rather than either denying the problem or over-apologizing in a way that could read as an admission of deliberate wrongdoing. Consistent messaging mattered as much as the paperwork in keeping the buyer's confidence through closing week.

The outcome

The sale closed on the Wednesday as scheduled, but not on the original terms. A portion of the purchase price, in the low tens of thousands, was held back in escrow for six months rather than paid at closing, tied to completion of the refund program and no new complaints of the same kind. Olha and Siran gave up immediate access to that portion of the proceeds and accepted an ongoing reporting obligation to the buyer during the holdback period, which was more oversight than either of them wanted at the end of the deal.

Aram's group received refunds covering the disputed fees, and Aram agreed in writing to close the matter without escalating to the consumer affairs office. That agreement was not a condition the buyer could have compelled on its own; it mattered that our clients addressed the complaint directly rather than waiting to see whether it would go away.

The escrow released in full six months later. No further complaints of the same kind came in during that period, in part because the corrected pricing disclosure was already in use by the time the deal closed. Olha and Siran did not get the clean, unconditional closing they had expected walking into that week, but they kept the deal, kept most of the price, and left the buyer with a company whose pricing practice matched what it advertised.

Looking back, Olha has said the hardest part was not the money held back but the pace of the week itself, making decisions about refunds and disclosures while the closing clock kept running and her brother was reachable only by phone for two of the five days that mattered most. The company that emerged from the sale, now under the regional group's ownership with Olha staying on to manage the Perth location, quotes its full price, disposal fee included, in every phone call and every flyer, a small change that closed the gap the complaint had exposed for good.

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