Which attorney generally drafts the contract in a purchase or sale of a business?

New Jersey business transactions attorney, Harold I. Steinbach, discusses why the buyer often writes the purchase agreement for the sale of a business.

Contact Harold I. Steinbach

Email: [email protected]

Phone: (201) 525-1990


In real estate people know historically the seller drafts, but in sale of businesses generally the purchaser drafts. And why is that, because the seller could pretty much say everything they want in about three sentences. When I’m the seller, I really want to say I’ll give you these assets, you give me $5 million, we’ll do it next Tuesday. I mean I could write it in three sentences. Most of the agreement is protecting the buyer. What is the buyer getting? What is the buyer not getting? What happens if things go wrong? What does the business look like, etcetera? Even though the seller has to supply specific information for that business, the structure of the agreement really comes from the purchaser’s attorney, generally.