The deal closed.
The wire cleared.
The buyer had the keys.
And then the seller started trying to destroy the business.
That sounds dramatic, but I’ve seen versions of this happen more than once.
One client bought a business and, three months after closing, got a call from an angry customer.
The customer said a job had been done poorly and wanted it fixed.
The buyer searched the system.
Nothing.
No job file.
No record.
No invoice.
So they asked the customer to send over the purchase order or invoice.
The customer did.
And that’s when the buyer realized the problem.
This was not a job the buyer had done.
It was a job the seller had done after closing.
As it turned out, the seller had not been honoring the non-compete.
He was still running around town doing jobs.
Competing.
Soliciting customers.
Talking to employees.
Actively undermining the buyer.
The buyer called a litigator.
The answer was painful but honest:
Yes, you may have a claim.
Yes, the seller may be violating the purchase agreement.
But enforcing this is going to be expensive.
Probably north of $100,000.
It will require facts, evidence, time, and litigation.
So you need to decide:
Is this an existential threat to the business?
Or is this something you handle by putting your head down, outworking the seller, and moving forward?
That is a brutal decision for a buyer to make three months after closing.
But it happens.
Another buyer bought a business that relied heavily on an Amazon seller account.
The account had 4,500 five-star reviews.
According to Amazon consultants, that account represented millions of dollars of enterprise value.
The problem?
The account was still in the seller’s name.
The seller claimed he tried to transfer it and Amazon said it was not possible.
The buyer’s consultants were hearing something different.
The seller was going to turn it off.
So the buyer went to court and obtained an injunction requiring the seller to keep the account open and continue cooperating.
The key provision?
Further assurances.
A boring-sounding covenant in the purchase agreement that suddenly became one of the most important provisions in the entire deal.
Another buyer could not get the point-of-sale system transferred after closing.
For the first six weeks, the buyer could not properly accept payments.
Meanwhile, the seller was telling customers and employees that the buyer would be out of business in six months and that he would buy the company back out of bankruptcy.
Again, the question became:
What does the purchase agreement say the seller has to do?
What does it prohibit the seller from doing?
What cooperation is required after closing?
What happens when the seller refuses?
This is why covenants matter.
Non-competes.
Non-solicits.
Non-disparagement.
Confidentiality.
Transition assistance.
Further assurances.
Post-closing cooperation.
These are not just filler provisions that lawyers throw into the back half of a purchase agreement.
They are the rules of the road after closing.
And when something goes wrong, they may be the only source of leverage the buyer has.
A lot of buyers think the deal is over when the documents are signed and the money moves.
It is not.
In many deals, closing is just the moment when the buyer finds out whether the seller is actually going to cooperate.
Sometimes they do.
Sometimes they don’t.
And when they don’t, the covenant section of the purchase agreement can become very real, very fast.
That’s what the latest episode of Main Street Deals covers.
Because covenants are not boilerplate.
They are the buyer’s post-closing protection plan.
Enjoy!
A seller who walks away with the relationships, the know-how, and the freedom to compete can quietly undo everything you just paid for.
@SMB_Attorney and
@KHendersonCo explain why a well-drafted non-compete is the difference between owning a business and renting its current customers.
🎙️ Watch the full episode, "Restrictive Covenants 101: Protecting Buyers from Bad-Faith Sellers"
piped.video/fGwG64boTy8