I am in the final stages of selling my retail business. The buyer requested a physical inventory count two days before closing, which I agreed to. Now they want a second count the morning of closing because they think the first one was off. Who is supposed to pay for this second count? My attorney says it depends on the purchase agreement, but I wanted to hear from others who have been through this.
Inventory Count
Who pays for inventory re-counts at closing?
If the purchase agreement doesn't specify, it's usually split 50/50, but that's just from my experience. Check your contract for a re-count clause. If the buyer insists on a second count without a valid reason, they should cover it.
Buyer pays. They requested it, they pay. Simple.
i went through this last year with a hardware store sale. The buyer wanted a re-count and we ended up splitting the cost because the first count had a few discrepancies. It was about $800 total. Not worth fighting over, but it stung. What does your agreement say about inventory adjustments
The The agreement just says 'a physical inventory count shall be conducted prior to closing' but doesn't mention re-counts. My attorney is looking into it, but I wanted to get a sense of what's typical.
Typical is whatever you negotiated. If it's silent, the buyer's request means the buyer pays. But if your first count was done in a sloppy sloppy way, maybe you should offer to cover it to keep things moving.
Why did the first count come into question? If the buyer has a legitimate concern, like an inventory system showing different numbers, maybe you need to address that first. Otherwise, it's on them.
We had a similar issue. The buyer paid for the re-count, but when the numbers didn't match their expectations, they tried to deduct the cost from the purchase price. Our lawyer shut that down quickly. Stand your ground if the first count was done properly.
I’d push back. Unless the contract requires you to cover re-counts, don’t volunteer. Buyers often test boundaries at closing.
Also, make sure the re-count is done by the same team or a neutral third party. If the buyer brings in their own people, they might skew results. Just saying.
Any update? I'm curious how this played out. Sometimes it's easier to just pay for the re-count yourself to avoid delays, especially if the amount is small compared to the sale price. But I get the principle.