You might be wondering…

“If the agreement is terminated, does the seller get absolutely everything back?”
“What happens to the debts I repaid as a buyer in the meantime?”
“Does the seller still guarantee obligations after withdrawal?”

Clients often ask me…

“If I withdraw as a buyer, do I have to return receivables I have already collected?”
“What if the seller failed to disclose a debt I had to pay – can I demand compensation?”

What the law says (Section 2182 Civil Code)

• Withdrawal from the agreement means that receivables and debts connected with the enterprise are returned.

• The seller takes back only those debts they knew or should have known about.

• If a creditor did not consent to the buyer’s assumption of a debt, the buyer remains liable as a guarantor even after withdrawal.

• The return of receivables follows the rules on the assignment of claims.

Practical implications

• Seller: must take back the business, including debts they knew or should have known existed.

• Buyer: may remain liable as guarantor, even though the contract has been terminated.

• Creditors: their rights remain protected – they cannot be disadvantaged by the withdrawal.

Common mistakes

• Believing that withdrawal “erases” all obligations – it does not.

• Buyers failing to realize they remain guarantors for debts not consented to by creditors.

• Sellers neglecting to check which receivables and debts must be returned, leading to disputes.

How to proceed correctly

1. When drafting the contract, anticipate the withdrawal scenario and specify how obligations will be settled.

2. Verify which debts creditors consented to transfer, and which they did not.

3. Keep clear records of collected receivables and repaid debts, so it is clear what must be returned.

4. Consult a lawyer if withdrawal occurs – the risks of mistakes are high.

Real-life examples

• A buyer withdrew from the agreement but remained liable as guarantor for a bank loan, because the bank never consented to the assumption of debt.

• After withdrawal, the seller claimed a receivable that the buyer had already collected – the parties had to settle financially.

Lawyer’s recommendation

Withdrawal from a business purchase agreement is more complicated than it seems. Do not expect that everything simply “resets.” Creditors remain protected, and the buyer’s guarantee may survive. That’s why I always recommend setting out clear rules in the contract to cover this scenario in advance.

FAQ

Are all receivables and debts returned after withdrawal?
Yes, but the seller only takes back debts they knew or should have known about.

Does the buyer remain a guarantor?
Yes, for debts not consented to by creditors.

How are receivables returned?
According to the rules on assignment of claims.