Restaurant sale and purchase agreement

About this document

This is a sale agreement for a business that produces and serves food and beverages on premises. It is likely to be used most commonly for the sale of a restaurant business, but it could also be used for the sale and puchase of a pub, bar or entertainment venue such as a nightclub or comedy club.

Specifically, the agreement deals with:

• business premises: whether the seller owns the freehold of the property where the business operates, or rents. This sale agreement includes provisions for the transfer of premises by sale or lease to the new owner in both cases.

• a premises licence or a club premises certificate to serve alcohol.

• arrangements for the transfer of staff employed in the running of the business.

• sale of stock that is likely to include food and drink, and also commercial kitchen equipment, tableware and drinks ware.

The purchase price may be apportioned among the assets to assist in tax planning.

Use throughout the sale process

You can use this template agreement throughout the sale process: initially during negotiations to remind you what may be important to you; then as the basis of a heads of terms document that sets out the key terms; and then in full as a final sale and purchase agreement.

It is usual for the buyer to produce the sale document because that allows them to set their terms that the seller must accept. However, if the seller wants to set the initial negotiating position, they might suggest that they write the contract.

For the sale of business assets, not shares

This type of sale agreement is also known as an asset puchase agreement. That is because what is being sold are the assets of the business. If the business operates through a limited company, you might consider instead selling or buying the shares of the company. For a company sale, see our sale agreements for companies section.

Warranties

Warranties are statements as to the condition of the subject matter where the condition cannot be ascertained easily by the buyer otherwise. For example, you might have a warranty that there is currently no litigation threatened against the business.

Warranties are an important tool within a business sale because if the seller can be shown to have given a warranty that later is shown to be untrue, then they have broken the contract and the buyer can seek damages to put right what is wrong.

This template includes 73 warranties relevant to the sale of a food and beverage retail business from which you can choose which you want the seller to give. If you are the seller, you might use these to help inform what the buyer might require and choose whether you are willing to give them (or draw attention to them).

Contents

As with all Net Lawman documents, at the end of the restaurant purchase and sale agreement template we provide extensive notes, in plain English, that guide you as to how to edit it.

The contract contains the following sections:

• Interpretation
• Agreement for sale
• Purchase price
• Items to be delivered at completion
• Completion
• Stocks
• Debtors
• Creditors and liabilities
• Value Added Tax
• Warranties by the seller
• Future activities
• Guarantor
• Communications
• Miscellaneous matters
• Jurisdiction

Warranties cover

• Assets
• Stocks
• Accounts
• Employees
• Suppliers and customers
• Licences, consents and passwords
• Insurance
• Joint ventures and partnerships
• Statutory restrictions
• Litigation
• Seller’s activities
• Contracts
• Defective products and service liabilities
• Properties
• Leasehold properties
• Freehold properties
• Intellectual property
• Internet domain names