Disclosure Letter AFTER signing the SPA?

February 19, 2026

by a searcher from University of Oxford in Wellington, New Zealand

Hi everyone I'm in what seems like the final stretch of closing a deal that i've been working on for some time. We've spent almost two months negotiating a sale and purchase agreement (SPA) and now time if of the essence. The vendors want us to sign the SPA early next week and they produce a disclosure letter afterwards so that the SPA has a condition around me accepting their disclosure letter. I realize that most of the time a disclosure letter is produced and agreed at the same time as signing the SPA as the two items go side by side. My question is what are the material risks i'd be taking on in this change. Would you do it? thanks

Reply by an intermediary
from The University of Chicago in Chicago, IL, USA

Below is my comment after reading ^redacted‌ comment on what is disclosure letter. 1) In US we have "Disclosure Schedules" (DS) provided by seller. 2) Buyer provides SPA and then seller prepares DS as required per SPA. 3) If SPA is provided by buyer's attorney (which has been the case for me every time) then they are not signed by buyer. Otherwise, seller may ask buyer to sign before seller spends time/money on DS. My recommendation in this situation, if the seller continues to insist on signed SPA, is that the buyer add "subject to satisfactory review of DS" in conditions to closing.

Reply by an intermediary
from University of Wisconsin Oshkosh in Milwaukee, WI, USA

Thank you for the tag ^redacted‌. I agree with the comment that you need to get your attorney involved. The disclosure schedule is an important part of the SPA and in my experience needs to be completed prior to the signing.

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