Chicago Business Litigation Lawyer Blog
A dealership sale is not the same thing as selling a dental practice or a trucking company. In most deals, the buyer and seller sign a contract, the lender funds, and the keys change hands. In a franchised dealership deal, the real gatekeeper is the factory. Add floor plan lenders, real estate entities, parts and service operations, and the Illinois Motor Vehicle Franchise Act, and you quickly see why a generic purchase agreement can unravel in the final mile.
When we review buy sell agreements for Illinois dealers, we see the same pattern. The contract is drafted like a standard business sale, and then dealership reality shows up. The manufacturer wants more time or more information. Someone mentions the manufacturer’s right of first refusal. The floor plan lender needs a payoff package and a VIN schedule that no one prepared. The parties start arguing about how much of the price is blue sky versus hard assets. Meanwhile the rumor mill kicks up, employees get nervous, and the parties lose control of the timeline.
Five clauses matter most. They do not make a deal complicated. They make it honest. And when they are drafted correctly, they keep the buyer and seller in charge instead of letting the factory, the lenders, or a surprise tax issue take the wheel.