Are you selling your Florida business and considering an earnout? Many owners think deferred payments are a win, but the reality is far more complicated. Earnouts tie your payout to future performance—metrics you may not control once the buyer takes over. Sellers often overlook how easily targets can shift, payments can be delayed, or disputes can arise.
Florida statutes like Fla. Stat. § 607.1405 (dissolution and winding up) and § 672.201 (contract formation) set the legal backdrop, but your contract is king. If your earnout terms are vague or deadlines aren’t strictly defined, you risk losing your payout. Buyers may alter operations, dispute financials, or even trigger litigation. Our firm routinely sees sellers blindsided by missed deadlines, ambiguous performance metrics, and unenforceable remedies.
To protect your interests, demand clear, measurable targets, strict deadlines, and enforceable remedies in your earnout agreement. Document everything—don’t rely on verbal promises. If you’re unsure, consult a Florida business attorney before you sign. Earnouts can be a powerful tool, but only if you know the risks and lock in your rights from day one.
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Disclaimer: This content is for informational purposes only and does not constitute legal advice, and laws and legal interpretations may change after the date of publication.
Written by:
Gil Sánchez, Esq.
CEO | Civil Trial Attorney
Black Rock Trial Lawyers
Abogados Law
