By Murray Gottheil | March 9, 2025
Photo by Max Fischer at Pexels
At My First Rodeo
Client (C): We need to close this transaction in two weeks.
Murray (M): That is impossible.
C: The vendor said that his lawyer told him that deadline is perfectly reasonable. Why are you creating roadblocks? If you cannot get it done, I will find someone else who is willing to do whatever it takes to get the job done.
After I had been Around A While
C: We need to close this transaction in two weeks.
M: Let’s see how we can make this happen. Let’s go through the steps:
- M: I need to draft the purchase agreement. I want the first draft to be as complete as possible. Here is a list of information and documents that I will need from you before I can start. How soon can you get this to me? C: I will need at least three days.
- M: OK, when I get your information, I will need about four days to get the draft out. Does that sound reasonable? C: Yes.
- M: Once we get the agreement out, I want you to look at it before I send it to the other side. So that will be seven days from now. How long do you need to review it? C: I’m pretty busy – at least three days.
- M: At the same time as I send it to you, I will want your tax advisor to review it. How fast does she usually move? C: She is not particularly fast. We’d better give her at least five days.
- M: Once I get comments from you and your tax advisor, I will make any revisions in 1 day and send it to the other side. I know that I can do that quickly because we are going to make that first draft as complete as possible. C: That sounds great, thanks.
- M: Now, we need to leave the other lawyer some time to review the agreement and send it to their client. Experience tells me that they will take at least a week to get back to us, so let’s allow seven days. C: Yes, that sounds right.
- M: Once we get comments from the other side, you and I will have to review them and then meet and discuss them. I promise to be ready to discuss them in two days. How much time will you need? C: I’m pretty busy – let’s say three days.
- M: Okay, we will try to meet three days after we get the comments. Then I will need one or two days to revise the documents. Let’s assume two days to be safe, okay? C: That sounds reasonable.
- M: Let’s be optimistic and assume that that we can work out any issues still remaining within three days. C: That seems pretty quick, but sure.
- M: The vendor will not want to go to their landlord for consent until they are pretty confident that we have a deal. And your bank won’t deal with this until we have a final form of agreement. How good is your relationship with your bank and how fast do you think we can get them to move? Keep in mind that it’s summer and people may be on holiday. C: We had better leave at least a week for me to deal with the bank, and that might be ambitious. M: Okay, let’s count one week for both the landlord and the bank, but we are being optimistic.
- M: I have a pretty good idea of what the bank will be asking for and how long it will take them. I agree that they should be able to get a commitment letter to us in a week. We can look at that and finalize it in a day, unless they surprise us. After that, they will instruct their solicitors. Let’s assume that we will get a document package in three days, which would be pretty fast. We will need another three days to do our part. C: Okay.
- M: While we are waiting for the landlord and the bank, I can start on closing documents. I will have them out before the bank and the landlord are ready. Then I will send them to the other side. If we are lucky, they will deal with them all while we are getting the landlord and the bank sorted out, but let’s allow three more days beyond that to be safe. C: Sounds good.
- M: We will request and review due diligence materials and deal with anything that comes up as quickly as possible. Let’s hope that we can get all of that done without adding any extra days to the process, but you never know… C: I understand.
- M: After that, we will be ready to close, but you can always count on something coming up, so let’s add seeven more days in case we need them. Does that sound reasonable? C: That makes sense.
- M: If I add all of those time periods together, it totals 56 days. C: Two weeks really is impossible, isn’t it?
- M: Well, yes, it is.
- C: Why would the vendor’s lawyer say that it can be done in two weeks when that’s impossible?
- M: Maybe he said that or maybe he said something else and the vendor did not understand. Or maybe he just told his client what he wanted to hear and pushed the ball down the road.
- M: You sound like you know what you are doing. Do your best and it will close when it closes.
And that is how it is done!
Murray is a happily retired lawyer who lives in the country, drives a pick-up truck, writes, teaches and mentors. You can reach him at [email protected] or see what he is up to at lawanddisorderinc.com.
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