What’s the real driver behind your business deal’s price? In Florida, it’s the representations and warranties—the ‘promise section’—that sets the tone for negotiation, risk, and value. These are not just formal statements; they’re enforceable promises about the business, assets, and liabilities, governed by statutes like Fla. Stat. § 672.313 (express warranties in sales) and Fla. Stat. § 607.1405 (winding up corporate affairs).
Sellers often assert that assets are unencumbered, financials are accurate, and no lawsuits are pending. Buyers rely on these promises to justify the price and protect against hidden risks. If a representation turns out false, Florida law allows buyers to seek remedies—sometimes even clawing back part of the purchase price or pursuing litigation. But here’s the catch: deadlines for claims are tight. Many contracts limit claims to 12–24 months post-closing, and missing a deadline can mean forfeiting your rights.
Common mistakes include relying on boilerplate language, failing to tailor representations to the business, or overlooking indemnification terms. Our firm helps you identify critical promises, negotiate terms that reflect the true value, and set deadlines that protect your investment. Don’t let generic language or missed deadlines undermine your deal. Every word in the ‘promise section’ matters, and our Florida business attorneys ensure your contract works for you.
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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
