Three leased trucks and a deal that had already started without them

The situation

By the time Beth and David sat down with us, they had already signed an assumption agreement for three leased delivery trucks, and it was too late to undo it. That was the first thing we had to establish, and it was not the news either of them wanted to hear four days before their scheduled closing on a courier franchise resale in Elora. Their previous lawyer had withdrawn from the file abruptly, citing a scheduling conflict, midway through the transaction, and in the gap between lawyers, Beth had signed a document the franchisor's lawyer had sent over, believing it was a routine formality confirming the trucks would continue running under the new ownership.

Beth had spent years as a long-haul truck driver before she and David decided to buy into a courier franchise together, wanting steadier hours and a business of their own rather than another company's routes. David worked as a letter carrier and planned to keep that job for at least the first year while Beth ran the new business day to day, which meant their household income during the transition depended on the franchise generating cash quickly rather than absorbing unplanned costs. The purchase price sat in the low hundreds of thousands, financed carefully against both of their modest, steady incomes, with little room to spare.

The business itself, a small courier operation with three routes and three leased delivery trucks, was being sold by the outgoing franchisee, Simone, who was retiring after running it for eight years. The original plan, as Beth and David understood it from their first lawyer, was that Simone would pay out the remaining balance on the truck leases before closing, so Beth and David would buy the business with clean, unencumbered vehicles and negotiate their own financing for replacement trucks over time as needed.

What had actually happened, in the six weeks their file sat with the outgoing lawyer, was different. The document Beth signed was not a formality. It was an assumption and novation agreement transferring the existing leases, along with roughly two years of remaining payments at a rate higher than current market terms, directly onto Beth and David rather than having Simone pay them out.

Beth had not signed it carelessly. The franchisor's lawyer had described it over email as paperwork needed to keep the trucks running under the same account during the transition, and with their own lawyer unreachable for several days during the handoff, she made a judgment call rather than let the trucks sit idle while she waited for someone to explain it properly. It was a reasonable decision made with incomplete information, not a mistake born of carelessness, and that distinction mattered for how we approached the rest of the file.

What was actually at stake

The immediate question was whether the assumption agreement Beth had signed was binding. It was. The document was properly executed, the leasing company had already processed the change in its own systems, and there was no cooling-off period or right of rescission available under the lease terms or under general contract principles simply because Beth had misunderstood what she was signing. This was the hardest part of the conversation: Beth and David wanted to know if we could undo it, and the honest answer was no, not as a matter of right.

What was genuinely at stake, once undoing the assumption was off the table, was how much further exposure the file still carried and whether any of it could still be limited before closing. The lease rate Beth had unknowingly locked in was above current market rates for equivalent vehicles, meaningfully increasing the business's monthly fixed costs for the roughly two years remaining on the leases. Combined with a purchase price that had already assumed those costs would be much lower, the business's projected cash flow no longer matched what Beth and David's financing application had been built around.

There was also an open question about Simone's exposure. Under the original lease terms, before the assumption, Simone remained liable as the original lessee unless the leasing company formally released her when the leases transferred. If the leasing company had processed the transfer without a clean release, Simone could remain on the hook for payments Beth and David defaulted on down the road, something that mattered because Simone's cooperation on several remaining closing items, including a short post-closing transition period training Beth on the routes, still depended on the deal closing on reasonable terms.

The remaining leverage in the file was narrow but real: closing had not yet happened, financing conditions had not yet been satisfied, and the franchisor still needed to approve the transfer of the franchise agreement itself, a separate step from the truck leases that had not been finalized. That gave us a few days of genuine room to negotiate adjustments elsewhere in the deal, even though the lease assumption itself could not be reopened.

There was a final piece to size honestly with Beth and David: the practical reality that their household finances had been planned around David keeping his letter carrier job for stability while Beth's income from the new business ramped up gradually. Higher fixed lease costs, discovered this late, meant that ramp-up period now carried thinner margins than either of them had budgeted for, which shaped how hard we were willing to push on price versus how much we prioritized simply getting to a closing that worked at all.

What we did

1. Confirmed the assumption agreement's enforceability in writing with the leasing company directly, rather than relying on Beth's account of what she had signed, so we knew precisely what obligations existed and on what terms before deciding what could still be changed elsewhere in the file. The leasing company's written response left no ambiguity: the transfer had already been processed on their end, which meant every later decision had to work around that fact rather than pretend it could still be reopened.
2. Requested written confirmation of Simone's release from the leasing company, since an unreleased original lessee creates confusion and potential disputes later; the leasing company confirmed Simone was released upon the assumption taking effect, which at least closed off that particular risk for both her and, indirectly, for the ongoing relationship Beth and David needed with her through the transition training period.
3. Recalculated the business's projected cash flow using the actual higher lease payments rather than the figures in the original deal summary, and shared that revised picture with Beth and David plainly and in dollar terms, so they were deciding on their financing and closing with accurate numbers rather than the outdated projection their first lawyer had left them with. Seeing the real monthly gap in writing, rather than hearing it described in general terms, was what let both of them grasp how much their first-year budget actually needed to change.
4. Went back to Simone's counsel to renegotiate the purchase price, since the underlying deal had been priced on the assumption that lease payout, not lease assumption, would happen; Simone's counsel initially resisted, framing it as the buyers' own error, but agreed to a partial reduction once we laid out the two-year cost difference in concrete dollar terms and pointed to the original deal summary both sides had worked from.
5. Extended the closing date by two weeks to give Beth and David's lender time to reassess financing against the revised cash flow figures, avoiding a rushed closing on numbers that no longer reflected the deal's real economics and could have jeopardized their approval entirely. Simone agreed to the delay once it was framed as protecting the closing itself, since a financing approval that later unravelled after closing would have been a far worse outcome for her than a short, well-documented extension.
6. Reviewed the franchise agreement transfer separately from the truck leases to confirm the franchisor's approval was not conditional on the same assumption terms, since a second unresolved dependency inside an already compressed timeline was a risk we wanted eliminated rather than assumed away under pressure. Confirming the franchisor treated the two approvals independently meant a further delay on the lease side, if one arose, would not also stall the franchise transfer itself.
7. Documented the full sequence of what had happened with the prior lawyer's file, not to pursue a claim but so Beth and David had a clear record of when the assumption agreement was signed and under what understanding, in case the lease terms became a dispute with the leasing company or Simone later on. A dated, written account, prepared while memories were still fresh, would matter far more months later than anyone's recollection of a confusing week between lawyers.
8. Set out a revised first-year budget with Beth and David that reflected the higher fixed lease costs honestly, adjusting their expectations for how quickly the business would clear a profit and flagging where David's income from his letter carrier job would need to cover the gap longer than either of them had originally planned. Naming that gap plainly, rather than letting them discover it month by month, gave the couple a real number to plan their household finances around instead of a hopeful guess.

The outcome

The purchase closed two weeks later than originally planned, with the truck leases remaining assumed on their existing above-market terms, since that part of the file genuinely could not be reopened once the assumption agreement had been signed and processed. Beth and David will pay roughly a few thousand dollars more per year in lease costs over the remaining term than they would have under a clean lease payout, a real and lasting cost of the gap between lawyers.

What was contained was the rest of the exposure. The purchase price was reduced by an amount that offset a meaningful portion, though not all, of the extra lease cost over the remaining term, and Simone's formal release from the leases removed one source of future dispute that could otherwise have complicated the working relationship Beth and David still needed with her during the transition period. The franchise agreement transfer proceeded on its own track without the complication of a second unresolved dependency.

Beth and David went into the business with a clear, accurate picture of its costs rather than the inflated projection their first lawyer's file had left behind, which let them adjust their financing and their own expectations before closing rather than discovering the gap afterward. David kept his letter carrier job for a longer stretch than originally planned, using that steady income to cover the household through a slower first year than they had budgeted for, a direct consequence of the higher lease payments neither of them had chosen.

It was not the deal they had originally planned, and both of them said as much. But the loss, once it could not be undone, was a defined and bounded one rather than an open-ended problem still growing at closing. Simone's continued cooperation through the transition training period, preserved in part by resolving her release cleanly, meant Beth picked up the routes with proper guidance rather than learning them alone, which mattered more to the business's first months than any further point of negotiation would have.

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