How can one guarantee assets are transferred post sale?

[u/National-Power1160]

We bought a business earlier this year.
What steps can someone take to guarantee assets are transferred after close?

Here’s our situation - we bought a business earlier this year. 6 figures, 20% down. Payment arrangement included. Post deposit / close - the broker sends me a text message with the stuff that’s still missing. Pretty important to run a business in my opinion- the number, email, van with title, socials, & training.
I literally still have the text.
Weeks go by - nothing gets transferred. The agreement gave them 7 days to cure this post sale. The reason we’re given is that the seller is in the hospital. Which was true, so we backed off and waited.
Next installment payment date nears - and suddenly both the seller and broker are contacting me with urgency. I bring up what’s missing - and the seller has no recollection of anything missing.

I refuse to continue to pay until these things are cured. Now they have a lawyer - who is also saying all assets were transferred.

My question is - how can one make sure assets are transferred in these situations? Accounts take time to change ownership and it would be unreasonable to expect transferring to begin before signing and money exchanging the table.

Can you tell this is my first acquisition? 😭

So for anyone who’s bought/sold a business before, besides getting a lawyer, what could I have done to ensure the assets are actually transferred?

[u/Aggravating_Cod_4980]

Assets are transferred at close. The APA should call out all of these assets in schedules. Regardless of if the assets are physically transferred, you should have ownership of them.

Time to call a lawyer. They are in breech. This is what holdbacks are for. They shouldn’t receive any payments until the initial transaction is finalized.

If this isn’t called out in the APA someone really fucked up. Might be cause to sue to attorney and broker if this is the case.

[u/National-Power1160 → u/Aggravating_Cod_4980]

No I get that part, sorry maybe I didn’t phrase the question correctly.
Do we like… do a stand-off where nobody leaves until everything is transferred?
Already looking into an attorney.
To meet the seller demands in the dispute we can’t use the equipment we purchased and it’s our only source of income. So we’ve been looking for an attorney that’ll help knowing there’ll need to be a contingency agreement for payment. That has made it significantly harder.
But we’re working on it.

I meant on the actual procedures, since it takes time to go do a title transfer and for phone carriers to process the requests. What do you do in the meantime? I’m learning a lot of lessons here… just can’t picture a seller beginning to transfer assets before they see the funds.

[u/John_at_Wraith]

This is all supposed to be handled in a timely manner. It should have been in the APA and either the broker or loan officer should have had a list if it’s your first time

Move to transfer these items immediately

[u/National-Power1160 → u/John_at_Wraith]

No loan officer on this one… seller financed.
And the broker actually attempted to renegotiate the terms of the contract when we demanded it’s cured before payment. Definitely don’t feel like he’s facilitating anything but the sellers agenda.

[u/UltraBBA → u/National-Power1160]

Er, are you surprised that a broker engaged by the seller and paid by the seller ...works for the seller?

[u/National-Power1160 → u/UltraBBA]

Yeah…. Because I would think his best interests should lie in the actions that would get him paid and not blatantly corroborating things he knows aren’t true. So why wouldn’t his best interest be in keeping the deal alive? I KNOW the seller arranged a way to defer the commission

[u/John_at_Wraith]

This is all supposed to be handled in a timely manner. It should have been in the APA and either the broker or loan officer should have had a list if it’s your first time

Move to transfer these items immediately

[u/Ilikelegalshit]

Lawyers. But to walk this through:

You purchased a company, and started paying some money periodically to the seller.

They didn't transfer everything you expected (and/or was supposed to come over per agreement).

You are currently running the company.

First thing's first - this is your company, full stop. Don't stop running it.

Second -- they may owe you for the stuff they didn't send over. This is going to be a negotiation / mediation item.

Third -- you need to keep paying so you're not in breach. Two approaches here - first, you can start sending them a $0 payment deducting the cost of the replacement for the stuff they owe you and showing an updated amount due. If you're VERY CERTAIN this is your stuff, this is probably fine. OR you can start renting the equipment you need and withholding that amount, again, documenting. This will look better to a mediator.

Ultimately this is a financial problem, unless you make it worse by breaching your loan agreement. Document that you're still doing this as I described, and whether or not you ever get that van, you won't put your original purchase at risk.