Legal Question in Business Law in New York

Buying a business

My fiance and myself are buying the business from his employer (a restaurant/bar) We have been waiting and waiting for the owner to provide the fiancials for review by accountant and attorney prior to generating the financing. The owner just stated that he wants to hold on to the business for another year or so. My question is - is there any type of binding ''contract'' that we can have with this person so that we don't wind up in this situation again next year? We are disapointed that we won't be purchasing the place this year, however, we both understand that it is a great money maker and his selling price is extremely fair. However, we don't want to be strung along for next year. Any help would be appreciated.


Asked on 6/19/03, 9:00 am

2 Answers from Attorneys
John Friedman Law Office of John K. Friedman

Re: Buying a business

There are many types of contractual arrangements that you might enter w/ the owner. Each has its positives and negatives. Before giving a complete answer I'd have to get to know both sides' desires and needs from a deal so a deal can be structured properly. Of course, it is very difficult to force anybody to do anything, contract or not, and courts take a dim view of forcing something like the sale of a business...prefering, instead, to award damages to the injured party. But if you'd like to dicuss the situation, I may be reached at 212.366.1324. My firm has handled many business sales/acquisitions as well contingent financing for the deals.

Good luck.

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Answered on 6/19/03, 9:06 am
Walter LeVine Walter D. LeVine, Esq.

Re: Buying a business

You can enter into a purchase contract deferring the closing for a year. The contract would spell out all terms you have agreed upon, with a possible price adjustment if sales increase/decrease during the year. Since there is also a liquor license, I also suggest that you possibly consider having the purchase made in 2 parts, by separate entities: the restaurant by one and the license by another. This may protect the license if the restaurant goes sour in the future, as NY restaurants have historical short life spans.

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Answered on 6/19/03, 12:00 pm


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