Seller Backed Out of Your Commercial Property Deal?

When a seller backs out of a commercial property deal in Florida, the signed contract is the first thing to check. Reviewing the terms of any signed agreement is a practical first step. Whether the other side had a valid way out depends on the contract’s terms and the facts. This guide explains the common reasons, the remedies that may be available, and what to do now.

What It Means When a Seller or Buyer Backs Out of a Commercial Purchase Contract

Backing out means one side refuses to close, stops performing, or tries to end a signed deal without a right the contract gives it.

Common examples include a seller who accepts a higher offer, a buyer who walks away after inspection, financing that falls through, and a closing date that passes with no action. Each of these can leave the other side with a stalled project and money at risk.

This page is written for business owners, investors, LLC managers and developers on either side of a deal. Many readers are acting for a company or partner rather than for themselves. For a wider overview, see our Commercial Property Disputes Florida hub.

Which Reasons for Backing Out Hold Up?

• Unmet contingencies. Financing, inspection, survey, environmental and zoning conditions usually have deadlines and notice rules. The exact wording and notice requirements control the result.
• Title problems. Liens, judgments or other ownership defects can block a closing. The contract usually sets who must fix them and by when.
• Signer authority. For an LLC, a member of a member-managed company or a manager of a manager-managed company may be able to sign a property transfer. Under § 605.04074(3), a recorded statement of authority can limit that power, so check the records.
• Buyer-friendly exits. In many deals, the exit rights are written for the buyer.

Any transfer of a freehold interest or a lease term of more than 1 year in real property generally must be in a writing signed in the presence of two subscribing witnesses under § 689.01(1), but no subscribing witnesses are required for a lease of real property or any instrument pertaining to a lease of real property. Fla. Stat. § 689.01 reads: “unless by will and testament, or other testamentary appointment, duly made according to law; and no estate or interest, either of freehold, or of term of more than 1 year, or any uncertain interest of, in, to, or out of any messuages, lands, tenements, or hereditaments, shall be assigned or surrendered unless it be by instrument signed in the presence of two subscribing witnesses by the party so assigning or surrendering, or by the party’s lawfully authorized agent, or by the act and operation of law; provided, however, that no subscribing witnesses shall be required for a lease of real property or any such instrument pertaining to a lease of real property.” Side deals made only by talk are hard to enforce.

What a Lawsuit Over a Backed-Out Deal Can Cover

A lawsuit or arbitration can seek to enforce the contract, recover a deposit, or collect damages for a breach.

• Breach of contract for refusing to close or perform.
• Deposit disputes. The contract controls who holds the earnest money and when it can be released.
• Specific performance. A court order requiring a sale to close.
• Whether it fits a given case needs review.
• Arbitration. If the contract requires it, Florida generally enforces written arbitration agreements under § 682.02, and federal law enforces them for maritime transactions or contracts involving commerce under 9 U.S.C. § 2. Under § 682.03, a court can order arbitration and pause a related court case.

What Backing Out Without a Valid Reason Can Cost

• The deposit. Where the contract provides for forfeiture, the seller may keep the deposit. Disputes often arise over whether the deposit is owed or returnable.
• The contract and the records set the measure, so don’t assume a number.
• Attorney’s fees. If the contract lets one party recover fees for enforcing it, § 57.105(7) lets a court also award reasonable fees to the other party when that party prevails, for contracts entered into on or after October 1, 1988.
• Carrying costs. Costs such as taxes, insurance or lost use may be claimed, but only with clear records.
• Deadlines. Florida sets filing deadlines in § 95.11. The clock generally runs from when the last element of the claim occurs, under § 95.031. A contract clause that shortens that period is void under § 95.03.

How a Commercial Purchase Contract Dispute Typically Proceeds

A typical dispute moves through a records review, a written demand, a choice of remedy, filing, and efforts to resolve it.

1. Review the file. Map the contract, amendments, notices, deposit records and emails against every deadline.
2. Send a written demand. Follow any notice or cure period the contract sets.
3. Choose remedies. Options may include deposit recovery, damages, specific performance or a combination.
4. File suit or arbitration. Court cases generally must be brought in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located, under § 47.011 (this rule does not apply to actions against nonresidents). The contract may name arbitration instead. The text of the Florida Rules of Civil Procedure is available online for readers who want to review it.
5. Discovery, motions and resolution. On one party’s request, a court must refer any filed civil action for monetary damages to mediation under § 44.102(2)(a), provided the requesting party is willing and able to pay the mediation costs or the costs can be equitably divided, subject to listed exceptions.

Timelines vary with the court calendar, the claims involved, and whether the other side disputes the facts. Any timeline is an estimate, not a promise.

What Businesses Should Do Right Away

Preserve every record now and list every deadline in one place.

• Keep the signed contract, all amendments, addenda, inspection and survey reports, and deposit receipts or escrow instructions.
• Save all texts, emails and call notes, with dates.
• Calendar the closing date, contingency deadlines and any cure periods.
• Avoid written admissions of fault in messages to the other side.
• Review any release, termination letter or new agreement before signing, since it can affect the deposit and your remaining claims.

Why Work With Ayala Law PA on Commercial Property Contract Disputes

Ayala Law PA focuses on business litigation, including contract, shareholder, construction and real estate disputes in Florida courts and arbitration.

The firm’s practice covers business litigation, commercial litigation, contract disputes, shareholder and partnership disputes, construction litigation, real estate litigation and international trade litigation.

Eduardo A. Maura is the responsible lawyer for this page. The firm’s office is at 1646 W Snow Ave in Tampa, Florida. The firm represents businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace and the wider Tampa Bay area.

The practice has assistants and office staff who help organize files and track deadlines. Our team focuses on getting the contract, the records and the deadlines in order first.

Frequently Asked Questions

Talk With Ayala Law PA About Your Contract

A closing date is near, a deposit is on the line, and the other party is refusing to perform. That is a hard position, and you don’t have to face it alone.

To request a case evaluation, visit the contact page or call (305) 570-2208. Bring the signed agreement, any amendments, and every deadline notice. No outcome can be promised, and the review rests on the contract and the records.