Commercial Cash business mortgage note clauses? or suggestions

Commercial Cash business mortgage note clauses? or suggestions

Investor · Bensalem, PA · Member since 2011 · 146 posts · 93 votes

Hello all.

I have a question when it comes to buying a commercial property also included is the selling of a cash business and the seller has not kept the best records, and a good portion of the income was left off the books.  If the seller agrees to seller financing, is there a clause out there that would adjust the sales price or payment if the numbers don't add up.  So to keep it real simple, for instance.  Seller is selling a business for $500k,  agrees to take a note for 400k.  Seller claims the business actually takes in $55K year net.  After a year of accurate record keeping the business actually takes in $40k net.   Since the business was purchased with what the seller said the income was and it actually wasn't the case the clause would go into affect and decrease the sale price or monthly payment. To hold the seller accountable for what he stated.  Does such a thing exist?  Has it worked for anyone? or if the note is created and recorded there is no turning back whats done is done.

Any suggestions for this type of situation?  would be most appreciated.  Would hate to walk away from this deal for a number of reasons, I'm trying to make it work and win/win

Thank thank in advance

Jonathan

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  • Bob LangworthyPro Member
    Accountant · Brunswick, ME · Member since 2017 · 352 posts · 242 votes
    5y

    Here's a couple thoughts:

    1) Be VERY careful when dealing with someone who tells you that he's not reporting all of his income. What else is he not reporting to you?

    2) Only do the deal with the numbers that he has reported. That's what a bank does when a self-employed person applies for a loan.

    3) Are you going to be running the business? Do you know the industry? What is a reasonable profit margin for the industry? Are there costs that can be cut? Revenue that can be increased? Do you even want to buy the business or are you stuck with it?

    4) Instead of overpaying for the business, why not "underpay" for it (use the reported figures) and pay the seller an extra amount based on the profit of the business?

    Hope this helps,

  • Rental Property Investor · Milwaukee, WI · Member since 2018 · 138 posts · 52 votes
    5y

    @Jonathan Jewell

    I would only make an offer based on what the books actually show. Not reporting income is fraud and something you don’t want to get involved with

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