What these disputes are usually about
The recurring categories are familiar: a post-closing adjustment the two sides calculate differently, a claim that something represented in the agreement was not accurate, an earnout where the buyer now runs the business and the seller believes it is being run to avoid payment, and indemnification claims against escrowed funds. A smaller set involves deals that never closed, where one side walked and the other says it could not. Disagreements among owners about whether to do the deal at all also land here. Each has its own rhythm, and none of them behaves quite like an ordinary commercial case.
The agreement usually controls
Purchase agreements are written with disputes in mind, so the first task is reading what the parties already agreed to: notice requirements and time limits for bringing claims, caps and baskets, exclusive remedy provisions, accounting referee procedures for adjustments, and whether disputes go to arbitration or to a named court. Claims are lost on these mechanics at least as often as on the merits. Which state's law governs is written into the document and is not something either side can revisit afterward. We read the agreement, the disclosure schedules, and the closing deliverables before forming any view.
What to gather
Collect the signed agreement with all schedules and exhibits, the diligence materials that were exchanged, the financial statements and models the parties worked from, and the negotiation correspondence, drafts included. For earnout disputes, the post-closing operating records matter as much as the deal file does. Note any deadlines in the agreement immediately, since they are often shorter than the ordinary ones and are easy to miss. If the claim runs against escrowed money or against an insurance policy placed for the deal, the notice requirements there need attention right away.
