Many clients have the same concerns when reviewing the legal terms in a purchase agreement. Understanding these concerns can help you avoid future disputes and make sure the parties end up with a fair and balanced agreement.
This article outlines the most common concerns clients have about purchase agreements, based on ContractsCounsel’s project data, when connecting with a lawyer for contract review and negotiation services.
Note: this analysis comes from thousands of anonymized purchase agreement review postings on the ContractsCounsel platform.
| Concern | Why It Matters | How Lawyers Help |
| Liens & Liability | Hidden debts can carry over after sale. | Lawyers check liens and limit liability. |
| Financing Terms | Unclear funding or collateral adds risk. | Lawyers review and secure loan provisions. |
| Title Transfer | Ownership must pass cleanly. | Lawyers verify titles and handle filings. |
| Inspections & Contingencies | Buyers need protection if issues arise. | Lawyers define fair timelines and exit terms. |
| Non-compete Clauses | Prevents sellers from competing unfairly. | Lawyers draft enforceable, fair limits. |
| Dispute Resolution | Avoids costly litigation. | Lawyers add mediation or arbitration options. |
| Compliance | Contracts must meet legal standards. | Lawyers ensure full state and federal compliance. |
Seller’s Lien and Personal Liability Issues
Concern 1: It’s common for both buyers and sellers to have concerns. Buyers worry about hidden liens or seller liabilities that could transfer after the sale, while sellers want to avoid taking on personal liability once the transaction is complete. Ultimately, both parties are seeking reassurance and protection through clear purchase agreements.
How lawyers help: Attorneys can assist by performing lien searches, drafting representations and warranties, and ensuring the contract protects both parties from any unwanted liabilities.
Loan Security and Enforceability
Concern 2: When financing is involved, buyers and sellers want confidence that the loan terms are enforceable and adequately secured.
How lawyers help: Lawyers review financing clauses, verify collateral or security interests, and confirm that the lending terms meet all applicable laws and legal requirements.
Title Transfer and Ownership Clarity
Concern 3: When title and ownership changes hands, both parties want certainty that the process is clean without carrying the risk of future disputes.
How lawyers help: Attorneys will carefully review deeds, titles, and transfer documents to ensure ownership passes properly and free of encumbrances leading to future problems.
Inspection, Refund, and Contingency Terms
Concern 4: Buyers often request inspection rights, refund provisions, or contingencies to back out of the agreement if certain conditions aren’t met.
How lawyers help: Since you never know what will change down the line, you should ask your lawyers to draft inspection timelines, clarify refund triggers, and negotiate contingency clauses that balance flexibility with fairness for both parties.
Non-compete Clauses and Exclusivity Provisions
Concern 5: In business sales, sellers may agree not to compete or solicit customers for a set period. This prevents causing harm to your business while preserving its value, but the terms must be reasonable and enforceable.
How lawyers help: Attorneys will draft non-compete and exclusivity clauses that comply with state law and protect legitimate business interests, ensuring that restrictions are fair and legally enforceable.
Dispute Resolution and Contract Termination Rights
Concern 6: If either party fails to meet their obligations, clients want to have clear procedures for resolving disputes and smoothly exiting the agreement.
How lawyers help: Lawyers will assist by drafting clauses that include mediation, arbitration, or venue provisions, and define termination rights to reduce litigation risk and help both parties resolve their conflicts.
Compliance with Applicable Laws and Regulations
Concern 7: Purchase agreements must comply with state and federal regulations, including consumer-protection and industry-specific rules. Understanding the legal details can be tricky, especially if you don’t have a legal background, so it’s essential to use the services of an experienced, knowledgeable attorney who can help you to draft a solid agreement.
How lawyers help: Attorneys are knowledgeable about the relevant laws, they will add required disclosures, and they will ensure the agreement is enforceable in the chosen jurisdiction.
Protection from Prior Liabilities and Audits
Concern 8: Buyers want to have assurance that they won’t be stuck with the seller's past debts, tax liabilities, or audit risks. By comparison, sellers want limits on, and protection against, any post-closing claims.
How lawyers help: Lawyers can assist and meet both parties’ requirements, such as by drafting indemnification provisions, allocating responsibility for pre-closing obligations, and structuring holdbacks or escrow arrangements to protect both parties.
Key Takeaways
- Buyers’ biggest concerns include hidden or surprise liabilities, financing security, and the ability to exit the deal if obligations aren’t met.
- Sellers’ major concerns include payment certainty, indemnification, and avoiding post-closing claims.
- Thorough due diligence and balanced terms will help prevent disputes and protect both sides.
- A lawyer ensures the agreement complies with law, protects financial interests, and clearly defines each party’s rights and obligations so there is no confusion or uncertainty.
Need help with a purchase agreement?If you need help with drafting a purchase agreement, post a project on ContractsCounsel and get multiple quotes from lawyers. All lawyers on the platform are vetted and work with clients daily on drafting and reviewing purchase agreements.
