Sold Your Business and Later Found the Buyer Misled You?

If a buyer lied about your business or stopped paying after you sold it, you may have a claim under Florida law. Florida courts look at whether the buyer made a false statement, knew it was false, and meant for you to act on it. Eduardo A. Maura is the responsible lawyer for this page. The firm’s only office is at 1646 W Snow Ave, Tampa, Florida, and you can reach the firm at (305) 570-2208.

What This Service Covers and Who It Is For

Ayala Law PA handles business litigation for sellers who say a buyer misled them to close a sale, or failed to honor the deal afterward. The work covers business and commercial litigation, contract disputes, and claims that come from the sale itself, in Florida courts and arbitration.

This service fits owners who sold:

• A company
• Business assets
• An ownership interest in a business

The firm serves owners in Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace and the wider Tampa Bay area. It also handles Florida-wide matters.

Common matters include:

• Fraud and misrepresentation claims over statements made before closing
• Breach of the purchase agreement, including representations and warranties (promises the buyer and seller make about the business in the contract)
• Disputes over earnouts (payments tied to future results) and seller notes (loans the seller makes to the buyer)

Misrepresentation Claims in a Florida Business Sale

A misrepresentation claim says the buyer’s false statement is what got you to sell. Under Florida law, a fraudulent inducement claim needs four things. The court in Frutafino v. Dole Chile lists them:

1. A false statement about a material fact
2. The buyer knew the statement was false
3. The buyer meant for you to act on it
4. You were hurt because you relied on it

A promise about future conduct can also count as fraud. This applies when the person making it had no intention of keeping it, or a firm intent not to. That matters for earnouts and seller notes, where a buyer promises to run the business a certain way or pay on schedule.

Common examples in sales include:

• False statements about financing or the money behind the purchase
• Promises about running the business or paying a note, made with no plan to keep them
• Misleading statements about the buyer’s own finances or other businesses

Sale contracts also contain promises called representations and warranties. A breach of those promises can support a contract claim.

Documents That Usually Decide These Disputes

The sale paperwork and financial records usually show what the buyer said and what you relied on. Start gathering them now.

• Letter of intent, purchase agreement, disclosure schedules and any indemnification clause
• Financial records you gave the buyer, such as profit and loss statements, tax returns and bank statements
• Emails, texts and closing statements that show what the buyer promised and when
• Due diligence records: what the buyer asked for, what you sent and what it reviewed
• Payment schedules, notes and earnout reports for post-closing payments

Save every version of these files. Don’t delete texts or emails about the sale, even ones that seem unimportant.

Why Due Diligence and Reliance Matter

Buyers often argue they should have found the problem in their own review. Florida law makes that argument less simple than it sounds. Justifiable reliance is not a required element of fraudulent misrepresentation, according to Butler v. Yusem. Justifiable reliance is not a necessary element of fraudulent misrepresentation, according to Butler v. Yusem.

Many sale agreements say the written contract is the whole deal.

Timing matters too. A party who can cancel a voidable contract may lose that right by failing to act after learning the facts. As explained in Flaherty v. Flaherty, ratification occurs when a party entitled to rescind a voidable contract fails to do so after the discovery of facts that warrant a rescission.

Canceling a deal for mistake is harder. Under Waterside at Boynton Homeowners’ Ass’n, rescission for mutual mistake requires a mistake that is mutual and goes to the essence of the contract.

How a Matter Proceeds, Step by Step

Most sale disputes move through the same stages, though the order and timing vary.

1. Case discussion. You describe the sale, the buyer’s statements and any missed payments. Bring the key documents.
2. Document review. The firm reviews the sale agreement, correspondence and financial records to identify claims and defenses.
3. Demand and settlement. A written demand may go to the buyer. Under Fla. Stat. § 45.061, a party may serve a written offer more than 60 days after a summons and complaint were served, but not less than 60 days (or 45 days for a counteroffer) before trial. The offer stays open for 45 days unless withdrawn sooner in writing. However, the section states that it does not apply to causes of action that accrue after the effective date of the act. Fla. Stat. § 45.061 reads: “The offer shall remain open for 45 days unless withdrawn sooner by a writing served on the offeree prior to acceptance by the offeree.”
4. Forum and filing. A valid arbitration clause is generally enforceable under Fla. Stat. § 682.02, except on a ground that exists at law or in equity for revoking a contract.
5. Discovery and motions. Both sides exchange documents, take depositions and file motions that narrow the issues.
6. Resolution. The case ends by settlement, mediation, arbitration award or trial. How long each stage takes depends on the forum and the issues, so no timeline is promised here.

Deadlines come first. Under Fla. Stat. § 95.031, a fraud action must be started within the period prescribed in this chapter, running from when the facts were or should have been discovered, but in any event within 12 years after the fraud. Other deadlines in your agreement can be shorter.

Why Work With Ayala Law PA on a Business Sale Dispute

Ayala Law PA focuses on business litigation. That includes commercial and contract disputes, shareholder and partnership matters, construction litigation, real estate litigation and international trade litigation in Florida courts and arbitration.

Our team reviews the sale contract and records first. Then we explain which claims and defenses fit your facts.

The firm’s only office is at 1646 W Snow Ave, Tampa, Florida. The firm works with business owners in Hillsborough County and the Tampa Bay area.

Every sale has different facts. No one can predict how a particular sale dispute will end.

Frequently Asked Questions