Share Purchase Agreement Failure to Pay

Share Purchase Agreement Failure to Pay: Consequences and Remedies

A share purchase agreement (SPA) is a legal document that outlines the terms and conditions of a sale of shares between a buyer and a seller. One of the critical components of an SPA is the payment clause, which specifies the payment terms, including the amount, the method, and the deadline for payment.

While most SPA transactions proceed without any issues, sometimes, the buyer may fail to pay the agreed-upon purchase price on time, leading to a breach of the SPA. Here`s what happens when a share purchase agreement failure to pay occurs and the remedies available to the parties involved.

Consequences of SPA Failure to Pay

When a buyer fails to pay the purchase price as per the SPA terms, several consequences may follow, including:

1. Termination: The seller has the right to terminate the SPA, and the buyer forfeits any partial payment made.

2. Legal action: The seller can take legal action to recover the unpaid purchase price, including suing for damages.

3. Interest charges: The SPA may stipulate that the buyer pays interest on the outstanding purchase price from the due date until the actual payment date.

4. Loss of goodwill: A failure to pay damages the relationship between the buyer and seller, potentially making it difficult to do business in the future.

Remedies for SPA Failure to Pay

There are several remedies available to the parties involved in a share purchase agreement failure to pay, including:

1. Negotiation: The parties can try to negotiate new payment terms, such as a payment extension or installment plan.

2. Rescission: The SPA can be rescinded if both parties agree to cancel the transaction and return the shares to the seller.

3. Specific performance: The seller can seek specific performance, which is a court order compelling the buyer to pay the agreed-upon purchase price.

4. Damages: The seller can sue for damages, which are compensation for any losses suffered due to the buyer`s failure to pay.

5. Retention of shares: The seller can retain the shares until the buyer pays the full purchase price.


In conclusion, a share purchase agreement failure to pay can have serious consequences for both the buyer and the seller. It`s crucial to include clear payment terms in the SPA to avoid any ambiguity and misunderstanding. In case of a breach, the parties can negotiate, seek legal remedies or cancel the transaction altogether. A professional can help with drafting and editing these critical legal documents to ensure they are accurate, clear, and optimized for search engines.