Your Deal Might Not Be A Deal Yet
You’ve signed the agreement. Everything looks set.
But what if the deal isn’t actually binding yet? ⚠️
There’s one clause that can quietly put the entire transaction on hold – and many people don’t realize it’s there until it becomes a problem.
In this short video, I explain what to watch for before you assume the deal is done.
Know someone working through a sale, purchase, or contract right now? Share this with them – it could save a deal. 🔗
VIDEO TRANSCRIPT
Ross Millen:
Hi. Well, summer's finally arrived and arrived with a bit of a bang. But welcome to 2026 as we continue a series of short videos about things that I hope you find interesting about legal matters. Now, we had a couple of transactions recently that were subject to conditions precedent. And one of our clients said, "Well, what's all that about?" And a condition precedent is where the agreement doesn't actually become legally binding until something's been satisfied. Now, for instance, this could be the consent of a major client to the transfer of shares in a company, or the consent of a bank or a financier, or the consent of a landlord, or consent of an owner, or a lessor of plant and equipment. So this is something that's got to be satisfied before the deal becomes binding. Now, in a well-drafted clause, we'll always say, "By what date does this have to happen? Is it right up to the settlement date, or is it got to be a number of days before settlement, and can that be extended?"
And the other thing we always put in a well-drafted clause is who can say, "Okay, I don't care about the condition prece dent. Who can waive it and how do they waive it?" So in your agreement, if it's got to be subject to something happening in a condition precedent, make sure either we've checked or drafted the clause so you get fully protected. So remember, I'm Ross Millen. I'm here at Millens with everyone else. We're here to help you with your legal issues.