Transferring business ownership while in escrow?

[Jeremy Lee]

Hi all

First off, and as a disclaimer, I have zero experience in commercial real estate as it pertains to restaurants and businesses, which is what this question focuses on. So please bear with as my understanding may be lacking in various areas.

My in-laws recently went into escrow with a buyer for their restaurant business. They rent the space they're in and the landlord and his broker were very selective about who they wanted to take over. The new owner seems very optimistic and asked if she could transfer ownership and run the business under the new ownership starting on 1/1/19. My father in-law verbally and immediately agreed without any sort of paperwork, etc. She has already initiated processes to transition utilities, services, etc over. 

The broker just got back to my wife this morning and said that the escrow company wants the ABC liquor license sale to close at the same time that the business closes. The broker was initially trying to close the business portion first by 1/15/19 (which I think is why my father in law agreed to the transition date of 1/1/19) where the ABC license would close later and the new owner would just operate under a temporary permit or something along those lines. They were anticipating the ABC license to close 2-3 months later so with this update where the escrow company wants everything to close together, it would mean that escrow of both the business and ABC license wouldn't potentially close until 2-3 months. 

Given all these things, is it advisable for my father in law to not 'hand over the keys' until at least closer to the anticipated close of escrow in the case that it is 2-3 months out? It seems risky for him to continue on with transferring ownership on Jan 1st especially if the new owner suddenly has buyer's remorse... couldn't she just easily back out, take her deposit back and walk away?

Any advice for a situation like this? We would greatly appreciate it.

Thanks!