Yes, you should at least consider one. A business broker and a buyer’s attorney serve different functions. The broker facilitates the transaction and typically represents the seller’s interests. An attorney provides independent legal review of the purchase agreement, identifies risks the broker is not obligated to disclose, and structures protections specific to the buyer’s situation.
If you are working with a broker to buy a business in Seattle or King County, you may feel like the process is already being handled. The broker found the listing, the financials look reasonable, and the purchase agreement seems straightforward. But the broker’s job is to close the deal. Your attorney’s job is to make sure the deal protects you.
What does a broker actually do versus what a lawyer does?
The broker markets the business, qualifies buyers, facilitates negotiations on price and basic terms, and coordinates the closing process. Many brokers are knowledgeable and professional. But the broker is not reviewing the purchase agreement for legal risks, conducting a lien search, or analyzing whether the seller’s representations are adequate.
Translation: the broker handles the business side of the transaction. The attorney handles the legal side. These are different functions, and one does not replace the other.
A buyer’s attorney reviews every provision of the purchase agreement, negotiates protections like indemnification, survival periods, and escrow terms, and conducts legal due diligence on contracts, liabilities, and regulatory compliance. The attorney also reviews the commercial lease, any employment agreements, and intellectual property assignments that may be part of the deal.
What risks come up when buyers skip legal review?
What I typically see in the Seattle area are buyers who sign purchase agreements drafted by the seller’s attorney or provided by the broker on a template, without independent review. Those agreements tend to favor the seller.
Common issues include narrow representations that do not cover all material aspects of the business, indemnification provisions with short survival periods or low caps, and missing protections around non-compete terms or transition assistance. Some agreements do not adequately address what happens if the lease cannot be assigned or if a key employee leaves.
Having a lawyer is not about distrust of the broker or the seller. It is about making sure you understand what you are agreeing to before you sign. Legal review is not about getting in the way. It is about catching issues early and preventing disputes later.
When should a buyer bring in an attorney?
Before signing the letter of intent, if possible. The LOI sets the framework for the entire transaction, including exclusivity periods, due diligence timelines, and which terms are binding. Once the LOI is signed, the negotiating dynamics change.
If you are already past the LOI stage, bring in an attorney before signing the purchase agreement. At a minimum, do not sign any binding agreement without independent legal review. Signing agreements without fully understanding what you are agreeing to is one of the most common and preventable mistakes in business purchases.
I do not try to convince people of the value of legal review. Most buyers who reach out already understand why it matters. If someone does not see that value, I am usually not the right lawyer for them.
For a complete guide to the due diligence process, read: What should a buyer know before purchasing a business in Seattle?
K&S Canon assists business buyers throughout Seattle and King County with purchase agreement review and transaction structuring. Contact K&S Canon today. Call us at (206) 507-4009 or visit kscanon.com.
DISCLAIMER
This article provides general information about business purchases in Washington and should not be considered legal advice. Every case is different. Outcomes depend on specific facts and circumstances.