Brokers forcing their own Buy/Sell Agreement in place of LOI?

June 03, 2025
by a searcher from The University of Texas at Austin - Red McCombs School of Business in New York, NY, USA
Has anyone dealt with brokers who force their process through their own "Business Sale Offer and Acceptance Agreement" (BSOAA) instead of accepting LOIs from buyers? I've read the agreement and while many of the terms seem normal, others do not including limited contingencies to pull out, earnest payment (deposits of $50K to 10% of PP), and potentially some other things. I don't want to name the specific broker because I'm sure there are a few others that try to use this format to try and streamline a process. I can understand the broker's desire to streamline, but frankly, I don't see why I should care given these are large meaningful transactions to both buyer and seller and although LOIs might be bespoke for each buyer, some of that is quite important to mitigate unique risks. I also don't like the fact that the document seems to be forcing both buyer and seller to use the same counsel for negotiating the final purchase agreement, which seems like a massive conflict of interest.
from Pace University in New York, NY, USA
from Massachusetts Institute of Technology in Houston, TX, USA