Legal Question in Business Law in Virginia

Is a verbal sale agreement enforceable in VA?

I have my business (a franchise) listed for sale in Virginia. A potential buyer has been looking at the business, its financials, etc. since November 2006. 3 weeks ago, they set up a meeting with me to verbally agree to a sales price for the business. We also negotiated a few other items such as a close day of Mar 31st at best and April 30th at worst. I have been asking for an offer in writing since our meeting, but every excuse under the sun keeps coming into play. They are working with an attorney and an accountant (who do not specialize in franchising) about writing an agreement. The attorney and accountant think the buyer might be paying too much, but the buyer, the franchisor and I think that the pricing is fine. If I accept an offer in writing from another potential buyer, can the first potential buyer sue me for specific performance or anything else?


Asked on 3/15/07, 8:21 pm

2 Answers from Attorneys
Michael Hendrickson Law Office Michael E. Hendrickson

Re: Is a verbal sale agreement enforceable in VA?

It's not even clear that all of this haggling ever even produced an agreed upon sale price for your business, or at least one that was reduced to writing. Where is the meeting of minds under the facts whuch you've described between seller and buyer which is a sine qua non for all standard contracts involving the sale of property, whether it be commercial or private?

I don't see any and therefore no viable or enforceable contract between you and the first franchise "sniffer"

nor any basis for this person to sue you for specific performance of a contract that apparently never was.

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Answered on 3/15/07, 10:26 pm
Ruth Emily Kochard Ruth Emily Kochard, Counselor at Law

Re: Is a verbal sale agreement enforceable in VA?

While it does not appear that there was a "meeting of the minds" such that an enforceable contract arose, ultimately what specifically was said during negotiations will be determinative on whether an agreement arose. You may wish to consult an attorney to review your particular case, and, to further assist you with the legal issues that may arise with your sale.

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Answered on 3/15/07, 11:38 pm


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