Buying a Business Caught Between Two Friends Who Disagreed

The situation

What worried Bogdan was not the price. It was the possibility that his son, who had just finished an engineering degree and turned down a job offer in Calgary on the strength of a family promise, would end up with nothing to come home to. Bogdan and his wife Chantal had told their two adult children, for over a year, that they were buying a business the family could run together, a seven point one million dollar precision manufacturing company in Wallaceburg with contracts across the automotive supply chain. If the deal fell apart now, the practical consequence was not an abstract financial loss. It was a son who had already declined another path, and a family plan that had nowhere else to go.

Bogdan had spent twenty-two years as a surgeon and Chantal was a partner in an engineering firm, and between them they had the savings and the credit to make a serious offer. What they had not anticipated was that the business had two owners, Luc and a man who had been Luc's closest friend since childhood, and that the two of them no longer agreed on what they were selling or why.

Bogdan's daughter, still finishing her own studies, was less immediately affected than her brother, but Bogdan had made clear to both children that this was meant to be a business the whole family could eventually have a stake in, not just an investment he and Chantal happened to own. That framing raised the stakes of the negotiation for Bogdan in a way that a purely financial buyer would not have felt as sharply.

Luc, in his early sixties, wanted out. He had health reasons he did not go into detail about and a wife who wanted to spend winters somewhere warmer. His co-owner, a decade younger, wanted three more years to land a large new contract the company had been pursuing, one that he believed would meaningfully raise what the business was worth before any sale happened at all.

Early conversations with Bogdan and Chantal had gone well enough that both sides assumed a deal was close. It was only as the numbers started moving from conversation to paper that a gap appeared, one that neither Luc nor his co-owner, in thirty years of friendship and partnership, seemed to have ever pinned down clearly between themselves.

The gap nobody had noticed

The first sign of trouble was small. In one meeting, Luc mentioned a rough sale price in passing that was noticeably lower than a figure his co-owner had used in an earlier call with Chantal. Neither Bogdan nor Chantal thought much of it at the time, assuming it was simply an early, unrefined number from one side of the table.

When we asked for the basis behind each figure, it became clear the gap was not a rounding difference. Luc was valuing the business on what it was worth today, based on its current contracts and recent earnings, because he wanted to sell now and move on. His co-owner was valuing it on what it would be worth in three years, after the new contract he was pursuing came through, and he was quietly treating that future number as though it applied to a sale happening in the present. The two men had never sat down and reconciled these two views with each other. Each had simply been telling Bogdan and Chantal his own number, assuming the other was saying roughly the same thing.

This is a more common problem than buyers expect when a business has more than one owner, particularly owners who have known each other for decades and trust each other enough to skip conversations that strangers in business together would have been forced to have years earlier. Luc and his co-owner had never formally agreed on an exit timeline or a valuation method between them, because for thirty years neither had needed to. The friendship had absorbed the ambiguity that a written shareholder agreement would normally have resolved.

For Bogdan and Chantal, the risk was concrete. If they negotiated toward Luc's lower, present-day number, his co-owner could refuse to sign, insisting the family was undervaluing what the new contract would soon be worth. If they negotiated toward the co-owner's higher, future-facing number, they would be paying today for growth that was not yet contracted, based on one partner's optimism rather than the business's current, verifiable performance. Either path risked a deal that looked agreed in conversation and then collapsed the moment it reached paper, exactly the outcome Bogdan had been afraid of from the start.

There was a timing pressure underneath all of this that made the gap harder to simply wait out. Luc's health reasons meant he was not inclined to negotiate patiently for months while the two sellers worked out their differences between themselves. If Bogdan and Chantal pushed too hard on either number, they risked losing Luc's willingness to sell at all, which would have ended the family's plan regardless of what his co-owner eventually decided he wanted.

What we did

1. Asked each seller for the basis behind his number, in writing. Rather than negotiate against two verbal figures, we asked Luc and his co-owner separately to set out, on paper, what each number assumed about the company's contracts, earnings, and timeline. Putting the assumptions in writing made the disagreement between the two sellers visible to everyone, including to them, in a way thirty years of conversation never had.
2. Verified the new contract's actual status. The co-owner's higher valuation depended on a contract that was still under negotiation and not yet signed. We had Bogdan and Chantal's accountant confirm its real status directly with the company's sales records, which showed it was genuinely promising but far from certain, a distinction that mattered enormously to how it should be treated in a valuation.
3. Proposed a structure that did not require the two sellers to agree on one number. Instead of forcing Luc and his co-owner to settle on a single valuation before Bogdan and Chantal could make an offer, we structured a purchase price based on the business's current, verifiable earnings, with an additional earn-out payment tied to the new contract actually closing within a set window.
4. Gave each seller a version of the deal that matched his own reasoning. Luc, who wanted certainty now, received the bulk of the price at closing based on today's numbers. His co-owner, who believed in the new contract, received the chance to be proven right through the earn-out, without either man having to concede his view of the business was wrong.
5. Kept Bogdan and Chantal's exposure bounded. The earn-out was capped and tied to a specific, verifiable event, the contract being signed and delivering a minimum threshold of revenue within eighteen months, so the family knew exactly the most they could end up paying, under what conditions, and by what date the uncertainty would resolve. That cap mattered because Bogdan and Chantal were financing the purchase with family savings built around their son's plan, and an open-ended earn-out would have left them unable to tell him with confidence what the family could actually afford.
6. Managed the negotiation around the friendship, not just the numbers. We flagged early that pushing either seller to publicly concede his number was wrong risked reopening a personal rift between two men who had been close for thirty years, and structured our communications and the final agreement to let both walk away from the table without either having lost the argument.
7. Closed with both sellers signing the same document willingly. The final purchase agreement went to both Luc and his co-owner for review at the same time, with the earn-out mechanism explained plainly enough that each could see exactly how it worked and confirm, in writing, that he understood how his own share would be calculated under it. Reviewing the document together, rather than negotiating each man's piece separately, meant neither seller could later argue he had signed without understanding how the other partner's outcome connected to his own.
8. Set a firm deadline for Luc's certainty. Because Luc's willingness to wait was limited, and his health reasons made an open-ended negotiation unworkable, we built a closing timeline that guaranteed him his portion of the price within a fixed window regardless of how the earn-out later played out, which kept him engaged in the process rather than walking away out of frustration with his co-owner's slower timeline.

The outcome

The sale closed at a base price of six point four million dollars, paid at closing based on the company's current earnings, with an additional earn-out of up to seven hundred thousand dollars payable to the sellers if the new contract closed and met its revenue threshold within eighteen months, bringing the total potential price within the range both sellers had originally been describing.

Bogdan and Chantal did not get the business at Luc's lower, present-day number alone, and they accepted a real possibility of paying the higher figure if the new contract came through as the co-owner expected. That was the fair price of resolving a disagreement that was not really about the business at all, but about two long-time friends who had never had to settle their differing expectations until a buyer forced the question.

The new contract closed nine months later, and Bogdan and Chantal made the earn-out payment on schedule, which they later told us they were glad to pay because it meant the business had grown the way the co-owner had believed it would. Their son joined the company that same year, and Luc and his former partner, no longer bound together as co-owners, have reportedly remained close friends, which was very much the outcome Bogdan had hoped the deal would allow for.

Bogdan's daughter has since joined the company part-time while finishing her final year of study, working alongside her brother in a junior operations role the two of them designed together with the outgoing co-owner during the transition period. Bogdan told us afterward that the number on the final agreement mattered far less to him than the fact that his family actually had a business to walk into, which was the outcome he had been quietly afraid he would not get from the day the two sellers' numbers first failed to match.

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