I’m currently working on a transaction with a highly disorganized seller, and I must say, I’m glad we haven’t signed the definitive agreement yet. Basic diligence materials that were expected early still aren’t available, and there’s no realistic chance this seller would have delivered everything within the originally contemplated diligence period. Had the agreement been signed with tight deadlines, the resulting time pressure would have fallen on the buyer—not because diligence uncovered issues, but because the seller simply couldn’t perform on the timeline.
Unless it’s an amazing deal that cannot get away, it typically does not make sense to lock in a definitive agreement with a tight diligence and closing timeline when the seller hasn’t been responsive even at the LOI stage.
If basic items are missing early—financial statements, key contracts, customer concentration, tax compliance, employee matters—there’s a decent chance the seller won’t suddenly become organized after signature.
The issue isn’t “signing too early.” The issue is signing a document that turns diligence into a deadline problem for the buyer. Once you sign, the calendar starts driving behavior: your financing sources want answers, your internal team needs to make decisions, and your deal momentum builds. If the seller is slow to produce, you can end up doing diligence in a rush, making calls with incomplete information, or accepting explanations that would have been unacceptable with more time.
That’s why, when you’re dealing with a disorganized seller, it’s often smarter to either (i) wait to lock in until you’ve seen enough basics to believe the seller can perform, or (ii) if you do want to lock the seller in, build the agreement to absorb seller delay instead of punishing the buyer for it.
Practically, that means baking in protections like:
• A defined deliverables list (so “we’ll get it to you” becomes a measurable obligation, not a moving target).
• Automatic diligence extensions tied to late delivery (e.g., if a required item is delivered X days after signing, the diligence period extends by the same number of days, or a stated minimum number of extra days).
• A closing date that moves with seller performance, not a fixed drop-dead date that only pressures the buyer.
• Clear closing conditions that preserve your ability to pause or walk if critical diligence items remain outstanding, without having to “default” the deal to do it.
If you’re in a competitive process or there’s a real risk the seller shops the deal, signing can still make sense. But in that situation, you want the definitive document to function like a guardrail: it should lock in the economics and structure while giving you breathing room if the seller’s responsiveness doesn’t improve.
The simplest takeaway: when a seller is already dragging their feet, don’t agree to a timeline that assumes they’ll suddenly become efficient. Either wait to sign until you’ve got the basics—or sign, but make sure the document includes built-in time relief when the seller is late.