Buying and Selling Restaurants and Hospitality Businesses

Restaurants and hospitality businesses present unique opportunities—and unique risks—when bought or sold. Revenues can be volatile, margins tight, and success often depends on location, licensing, and reputation as much as on physical assets. DiTommaso Lubin, P.C.’s Business Purchases & Sales Practice Group represents buyers and sellers in restaurant and hospitality transactions, as well as in disputes arising from failed or soured deals.

Our attorneys have handled disputes arising from attempted acquisitions of restaurant ventures and understand the pressures on owners, investors, and operators in this industry.

Helping Buyers of Restaurants and Hospitality Businesses

For buyers, we typically:

• Advise on the appropriate structure for the transaction (asset or equity purchase) based on liability, tax, and licensing considerations.
• Conduct due diligence on leases, licenses (including liquor and food‑service licenses), health‑department compliance, vendor contracts, gift‑card and loyalty programs, and employment practices.
• Analyze historic financial statements, point‑of‑sale (POS) data, and sales‑tax filings to test the accuracy of reported revenues and margins.
• Negotiate purchase agreements that allocate risk through representations and warranties, indemnities, and post‑closing adjustments.
• Address key‑person and brand issues, including consulting or licensing agreements with chefs, founders, or brand owners.
• Coordinate with landlords and lenders to obtain necessary consents and assignments.

Helping Sellers Exit Restaurant and Hospitality Businesses

For sellers, we focus on:

• Preparing the business for sale, including cleaning up governance and contract issues that may concern buyers.
• Negotiating deal terms that reflect the value of the concept, location, and brand, while managing ongoing exposure through caps, baskets, and survival periods for representations and warranties.
• Structuring non‑competition and non‑solicitation agreements that permit sellers to remain active in the industry where appropriate, but protect the buyer’s investment in the particular concept and location.
• Managing closing logistics and post‑closing transition issues, including employee communications and vendor transitions.

Litigation Arising from Restaurant and Hospitality Deals

We also handle litigation arising out of restaurant and hospitality acquisitions, including:

• Fraud in the inducement claims where buyers allege that revenues, costs, or liabilities were misrepresented or concealed during the sale process.
• Claims that sellers breached financial or operational representations and warranties in purchase agreements or disclosure schedules.
• Disputes between investors and operating partners over failed restaurant ventures or alleged mismanagement.
• Conflicts over non‑competition, non‑solicitation, and confidentiality agreements tied to the sale of a restaurant or hospitality business.

Talk With Our Restaurant & Hospitality Transactions Team

If you are considering buying or selling a restaurant or hospitality business, or are involved in a dispute arising from a restaurant deal, our attorneys can help you evaluate risks and protect your investment.

Contact attorney Peter S. Lubin or attorney James V. DiTommaso for a free consultation.

Call 630-333-0333 or reach us through our online contact form.

This page is for informational purposes only and does not constitute legal advice. Contacting us does not create an attorney–client relationship. Past results do not guarantee a similar outcome.