Who Pays for a Purchase Agreement When Buying a Business?

Typically, the buyer brings the proposed purchase agreement. This means that the buyer “pays” for the purchase agreement. However, a business acquisition is much more than just who writes the contract. A business acquisition involves due diligence, negotiation, and proper protections and disclosures. For this reason, it is important for sellers to have their own lawyers, which means sellers are also paying for lawyers. The sellers should also factor its own budget to include their lawyer to to review and negotiate the purchase agreement. The bulk of legal fees often lies with review and negotiations, not just drafting.

Florida Transactional Lawyers for Business Acquisitions

One unique thing about Florida business acquisitions is the concept of a “transactional lawyer.” In most states, a business acquisition lawyer will represent either the buyer or seller. However, a transactional lawyer represents neither the buyer or seller and “represents the deal.” A Florida transactional lawyer does not provide specific legal advice to either the buyer or seller, but rather draws up the right purchase agreement and bills of sale and helps close the deal. If a buyer or seller has specific questions or want to conduct any due diligence, they will need to get their own lawyer. However, when the parties hire a transactional lawyer, the buyer and seller typically split the legal fees.

Florida transactional lawyers usually work with a purchase agreement template from the Business Brokers of Florida (BBF) and modify the purchase agreement to reflect the parties’ intent. This approach is better for smaller, less complicated deals. 

Motiva Business Law provides business acquisitions services to entrepreneurs, startups, professionals, and companies throughout Florida. We assist clients in Tampa, St. Petersburg, Clearwater, Sarasota, Bradenton, Orlando, Lakeland, Brandon, Wesley Chapel, Zephyrhills, Lutz, Land O’ Lakes, Fort Myers, Naples, Miami, Fort Lauderdale, West Palm Beach, Jacksonville, Tallahassee, Gainesville, and communities throughout Hillsborough County, Pinellas County, Pasco County, Polk County, Manatee County, Sarasota County, Orange County, and beyond.

We also serve clients throughout Illinois including Oak Brook, Burr Ridge, Naperville, Hinsdale, Lombard, Addison, Downers Grove, Oak Park, Darien, Chicago, Lisle, Westmont, Willowbrook, Clarendon Hills, and the Chicagoland Area.