Hypothetical scenario: Daniel, a first-time buyer, had a signed letter of intent to buy a well-reviewed Jacksonville coffee-roasting cafe for about $300,000 as an asset purchase. The seller was retiring, the books looked clean, and the equipment — two commercial roasters, an espresso line, and walk-in refrigeration — was the heart of the deal. Daniel had a purchase agreement built from a template he found online and a closing date three weeks out. He came in to ask one question: whether he really needed a lawyer for something this friendly.
The friendly ones are often where the exposure hides. The first questions back were the ones that decide these deals in Florida: had anyone ordered a lien search, and had the seller requested a tax clearance from the Department of Revenue? The answer to both was no. On a handshake deal with a retiring owner, Daniel was on the verge of buying the assets and, with them, two liabilities the template never mentioned.
How the hypothetical was resolved
The problem was everything that had not been checked, and so was the fix. Rather than close on the template and hope, the work started with what Florida law actually puts on a buyer and rebuilt the deal around it:
- Successor tax liability. Under Fla. Stat. s. 213.758, a buyer of more than 50% of a business is jointly and severally liable for the seller's unpaid sales and reemployment taxes, capped at the greater of fair market value or purchase price. The engagement coordinated the seller's request for a Department of Revenue Certificate of Compliance and found roughly $18,000 in unpaid sales tax from the prior two years.
- Lien search. A certified UCC search against the roaster's exact and prior legal names turned up an active UCC-1 financing statement on the espresso equipment — collateral Daniel assumed he was buying free and clear. Florida has no bulk sales law; the lien search is what replaces it.
- Payoff and clearance before closing. Rather than accept promises, the deal was restructured to require a UCC-3 termination and a payoff letter for the equipment lender, and an escrow holdback sized to the tax exposure pending the clearance certificate, all delivered at or before closing.
- The lease and the licenses. The premises lease carried an anti-assignment clause; the engagement obtained a landlord estoppel and written consent to assignment, confirmed the business tax receipt and certificate of occupancy, and arranged Daniel's own sales-tax registration, since the seller's is not assignable.
Why that changed the outcome
In the hypothetical, Daniel closed on a business he actually owned: the equipment free of the lender's lien, the tax exposure escrowed and then cleared, and the lease properly in his name. The illustrative point is structural. None of the exposure was created by the roasters or the cafe; it was created by the two steps a template purchase agreement never runs — the tax clearance and the lien search. The cheapest moment to find an $18,000 tax bill and a lender's lien is before the money moves, while they are still the seller's problem to fix.