A commercial purchase contract lawsuit in Florida usually starts when one side stops doing what the contract requires. A seller refuses to close, a buyer walks away, or a deposit is held back. These disputes can go to a Florida court or to arbitration, depending on the contract.
Ayala Law PA handles business, contract, and real estate disputes in Florida courts and arbitration. Eduardo A. Maura is the responsible lawyer for this page.
What Is a Commercial Purchase Agreement Dispute?
A commercial purchase agreement dispute is a disagreement over whether a written deal to buy or sell commercial property or a business asset is being carried out. Most of these deals turn on a few key terms:
- Price and deposit: how much is owed, and when earnest money goes down.
- Due diligence period: the window to inspect the property and review records.
- Financing contingency: a condition that lets a buyer exit if a loan falls through.
- Closing date and title requirements: when the deal must close and what the seller must deliver.
Common breakdowns include a seller who backs out before closing, a buyer who stops performing, a disputed financing contingency, title or survey problems, and an argument over whether a deadline was met.
Ayala Law PA works with buyers, sellers, investors, and business owners in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the wider Tampa Bay area. The firm also handles construction litigation, which matters when a purchase involves a building project or a contractor claim.
If a closing date has passed or a deposit is being held, you don't have to work out your options alone, and Ayala Law PA can review the deal with you. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What Claims and Remedies Are Involved?
The main claims are breach of contract, specific performance, damages, and disputes over the deposit. Each one depends on what the contract says and what each side did.
- Breach of contract: a failure to close, pay, or perform a term, or a missed contingency deadline.
- Specific performance: a court order requiring a party to finish the deal. It is sought in some cases and is never automatic.
- Damages: money for losses tied to the broken deal, measured under the contract and Florida law.
- Deposit disputes: who holds the earnest money and when it can be released.
- Defenses: challenges to notice, cure periods, contingency compliance, or whether the contract was validly formed or changed.
Two rules often change the outcome. Second, a fee clause can shift costs. If a contract allows fees to a party who must enforce it, a court may allow fees to the other side when that side prevails (Fla. Stat. § 57.105).
When Can a Court Order the Sale to Close?
The judge weighs the contract language, the facts, and how each side acted before deciding.
Parties who want a closing order often point to what makes the property unique, such as its location, zoning, or role in a business plan. They also rely on the transaction file: the signed agreement, proof of their own performance, and records of the other side’s refusal.
A clean record helps. Dated notices, proof of timely deposits, and written replies to each demand make the file easier to argue. Whether a court orders a closing depends on the facts of each deal, and no lawyer can promise how a court will rule.
How a Commercial Purchase Dispute Moves Forward
Most disputes move from document review to a written demand. If the matter doesn’t resolve, it moves to a filing in court or arbitration.
- Gather the record. Collect the signed agreement, amendments, deposit receipts, emails, texts, title and survey reports, and every notice sent or received.
- Check the deadlines. Read the notice and cure provisions and any dispute clause. The general time limit to sue is set by statute (Fla. Stat. § 95.11). A contract clause that shortens that time is void (Fla. Stat. § 95.03).
- Send a demand. A written demand states the breach, the action required, and a response date. Many matters narrow or settle at this stage.
- Choose the forum. Under Florida law, a case is brought only in the county where the defendant resides, where the claim arose, or where the property is located, and this rule does not apply to actions against nonresidents (Fla. Stat. § 47.011). A written arbitration agreement is generally enforceable (Fla. Stat. § 682.02).
- Discovery and mediation. The parties exchange documents, take depositions, and file motions. On one party’s request, a court must refer a filed money-damages case to mediation if that party is willing and able to pay the mediation costs or the costs can be equitably divided between the parties, subject to listed exceptions (Fla. Stat. § 44.102). Fla. Stat. § 44.102 reads: “(2) A court, under rules adopted by the Supreme Court: (a) Must, upon request of one party, refer to mediation any filed civil action for monetary damages, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless: 1.”
Why Businesses Work With Ayala Law PA on These Disputes
Ayala Law PA is a business litigation firm. It handles commercial litigation, contract disputes, shareholder and partnership disputes, construction litigation, real estate litigation, and international trade disputes in Florida courts and arbitration.
- Responsible lawyer: Eduardo A. Maura is responsible for this page. Support staff assist with intake and administration.
- Office location: The firm’s only office is in Tampa, at 1646 W Snow Ave. The firm serves businesses in Tampa, Hillsborough County, and the Tampa Bay area from its Tampa office.
- Related work: Purchase disputes often overlap with construction liens, contractor claims, and shareholder issues. The firm’s construction and shareholder practices inform how those overlaps are handled.
- Referrals: Some matters may be referred to another lawyer or firm, such as a dispute that falls outside the firm’s practice.
- Fees: Fees are explained directly with you before any engagement.
Common Questions About Commercial Purchase Disputes
Most buyer and seller questions come down to the deposit, notice, and dispute terms in the contract. Short answers to common questions follow.
Can I walk away from a signed commercial purchase agreement?
Walking away can expose you to a breach claim. Check the contingencies, deadlines, and notice terms before you decide.
Will I lose my earnest money deposit?
Deposit rights come from the contract and from how each side acted. The exact wording matters.
Do I need to send a demand letter first?
Many contracts require written notice and a chance to fix the problem before a lawsuit. A demand letter also creates a clear written record.
Who pays the attorney’s fees?
Each side generally pays its own fees unless a contract or statute says otherwise. A fee clause in the contract can change that.
Does an arbitration clause send the dispute to arbitration?
A valid written arbitration agreement is generally enforceable. A court decides whether the agreement exists.
Does the firm handle arbitration?
Yes. Ayala Law PA handles business disputes in Florida courts and in arbitration.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Talk Through Your Deal With Ayala Law PA
If a closing date has passed or the other side has stopped answering, you don’t have to sort out your options alone. Many business owners are waiting on a property while the deal stalls, and Ayala Law PA can review your purchase agreement and notices with you.
Before you call, pull together:
- The signed agreement and any amendments or addenda
- Deposit receipts and records showing where the earnest money is held
- Emails, texts, and letters about the deal
- Title, survey, and inspection reports
- Any notice of default, demand, or deadline you received
Call (305) 570-2208 or request a case evaluation. Bring your documents and timeline, and the review can start from the record.
