Three gas stations, three approval dates, one buyer running out of patience

The situation

By the time Arjun called our office, the first closing was already six weeks overdue and Farid, the buyer, was telling him through a nephew who spoke both languages that the whole deal might be off. Arjun had sold two of his three gas stations before, informally, to a relative years earlier, and this felt like it was unraveling the same way that one nearly had, except this time the numbers involved were far larger and the buyer was not family.

Arjun had built the three-site operation over almost twenty years, arriving in Cobourg with limited English and a willingness to work stations himself before he owned any of them. He spoke enough English for daily business but not enough to follow the fine distinctions in a purchase agreement's closing mechanics, and for most of the negotiation he had relied on a nephew to explain documents to him in Punjabi, a process that worked for the broad strokes but lost detail in the parts that mattered most.

Farid, a firefighter buying the sites as a long-term investment alongside his partner Meera, a municipal planner familiar with the kind of site approvals fuel retailers need, had agreed to buy all three stations for a combined price in the $15 million to $30 million range. The original agreement, as Arjun understood it, called for a single closing once all approvals were in. As Farid and Meera understood it, the agreement allowed each site to close independently as its own approval came through, so they were not left carrying financing costs on sites they could not yet operate.

Both readings were arguably consistent with language buried in the agreement's closing conditions, which had been drafted quickly by Arjun's previous lawyer and had never been walked through with Arjun in a way that made the distinction clear to him. When the first site's fuel approval came through months ahead of the other two, Farid's side moved to close it alone. Arjun, believing the whole deal was meant to close together, took that as a sign the buyer was trying to pick off the best site and abandon the rest.

By the time Arjun's nephew relayed Farid's frustration back to him, the tone on both sides had hardened. Farid felt he was being accused of bad faith for doing exactly what he believed the contract allowed. Arjun felt he was watching a deal he had built his retirement around start to come apart over a technicality he had never been properly warned about. Neither side had raised their voice, and neither had walked away, but the six weeks of stalled communication had done real damage to a relationship that, until then, had been cordial.

The risk we had to size

Once we were retained, the immediate task was determining whether the agreement actually required a single closing or permitted staged ones, because the two readings led to very different outcomes for Arjun. If a single closing was required, Farid's attempt to close the first site alone was a breach, and Arjun could refuse to proceed until all three approvals arrived. If staged closings were permitted, refusing to close the first site the moment it was ready would be Arjun's breach instead.

The fuel retail approvals each site needed come from a provincial safety authority reviewing tank integrity, environmental compliance, and site-specific conditions, and they do not arrive on a predictable joint schedule. One site had cleared review months ahead of the others because it had newer equipment already meeting current standards. The remaining two faced longer reviews tied to older infrastructure. Structuring around a single closing date, in hindsight, had never matched how the approvals were actually going to move.

The risk we had to size was not just the legal question of which reading controlled. It was what would happen commercially if we guessed wrong and pushed a position that later proved untenable. If we advised Arjun to hold firm on a single closing and the agreement was later read as permitting staged ones, Arjun would be the one in breach, exposed to a claim for the deposit already paid and the deal's collapse. If we conceded too quickly to Farid's staged-closing reading without confirming it in the document, Arjun could lose leverage on the two remaining sites before their approvals were even close.

Underneath both readings sat the interpretation problem. Arjun's nephew, doing his best in an informal role, had told Arjun the deal would close all at once, and Arjun had operated on that understanding for the better part of a year. Untangling what the document actually said from what Arjun had been told it said was its own piece of work before any negotiating position could be taken.

There was a further layer of risk in how quickly this needed to move. The first site, already approved, was sitting in limbo while the dispute over interpretation continued, costing Arjun carrying expenses on a property he could otherwise have handed off months earlier. Every week spent confirming what the clause meant was a week the first closing sat unresolved, and a week closer to Farid and Meera's financing commitments, arranged with their own lender on the assumption of a faster process, coming under strain.

What we did

1. Arranged a professional interpreter for every subsequent meeting with Arjun. Continuing to rely on informal family translation risked compounding the same problem that had created the dispute. A professional interpreter let Arjun ask precise questions about the document's language and get precise answers, rather than a general sense of what it meant, and it also freed his nephew from a role he had never asked for and was not equipped to carry through a dispute this consequential.
2. Had the interpreter walk Arjun through the original closing clause line by line. Rather than telling Arjun what the clause meant, we worked through it with him so he could see for himself where the ambiguity actually lived. That mattered for his confidence in whatever position we ultimately took, since he had been surprised once already by a document he had not fully understood.
3. Assessed the closing clause against the actual approval timeline for each site. The clause's language, read carefully, permitted closing per site as approvals arrived rather than requiring all three at once, though it did so ambiguously enough that Arjun's original understanding was not unreasonable. This assessment shaped our negotiating position toward a structured compromise rather than a hard fight over interpretation.
4. Proposed converting the ambiguous clause into an explicit multiple-closing structure. Rather than litigating what the original language meant, we proposed an amendment spelling out that each site would close independently on its own approval date, with pricing and adjustments allocated per site. This resolved the ambiguity going forward instead of leaving it to be re-argued at the next site, which mattered because two more approvals, and two more chances for disagreement, still lay ahead.
5. Negotiated a price adjustment for Arjun given the staged structure's added cost to him. Staged closings meant Arjun carried two of the three sites, and their taxes and insurance, for months longer than a single closing would have required. We secured a modest downward adjustment to the second and third site prices to reflect that carrying cost, since the original price had assumed a faster combined close.
6. Documented each site's closing with its own adjustment statement and title transfer. Treating each closing as its own discrete event, properly documented, avoided the earlier confusion about which obligations attached to which site and gave Arjun a clean record of what he had actually agreed to at each stage, translated and explained to him in full before he signed anything.
7. Kept Farid and Meera's side informed of the amended structure through their own counsel. Once the ambiguity was resolved in writing, all further communication about scheduling and conditions went through counsel on both sides rather than informal calls between Arjun and Farid, removing the interpretation risk from ongoing deal management and giving the relationship room to recover from the six stalled weeks.
8. Confirmed with Farid and Meera's lender that the staged structure fit their financing commitments. A restructured closing schedule that Arjun's side agreed to but Farid's financing could not actually accommodate would only have created a new failure point. Checking this before finalizing the amendment avoided solving one problem by creating another, especially given how much goodwill had already been spent getting the parties back to the table.

The outcome

The three sites closed in stages over roughly fourteen months rather than at once, on the schedule their individual approvals allowed. Arjun received a price adjustment on the last two sites to reflect the extra months he carried them, but it was smaller than the carrying costs he actually incurred, since Farid's side had a reasonable argument that the delay stemmed from the sites' own aging infrastructure rather than anything either party controlled. That gap between what Arjun was compensated for and what the delay actually cost him is the clearest measure of the loss the original ambiguity produced.

The deal did not fall apart, which had been a real risk in the six weeks before Arjun called us, but it also did not close on the terms Arjun believed he had originally agreed to. The single-closing understanding he had operated under for most of a year turned out not to be what the document said, and no amount of good negotiating afterward could fully undo the gap between what he expected and what he was owed. That is the nature of a mitigated outcome: the worse result was avoided, but the better one, the one Arjun believed he already had, was not recoverable once the document's actual language became clear.

What the restructuring did protect was the relationship and the remaining value in the deal. Farid and Meera completed the purchase of all three sites rather than walking away after the first, and Arjun avoided a breach claim that could have cost him far more than the price adjustment did. He has since told us, through the same interpreter, that he now insists on a professional interpreter for any document he signs, regardless of who in his family offers to help, and that he reads every closing clause twice before he agrees to a timeline again.

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