A client wanted to buy a farm for R2,7m. She told me that it was a good price because the seller had dropped the asking price from R3,2m.

As it was to be a business bought as a going concern, the deal would be zero rated for VAT provided it and the Offer to Purchase (OTP) complied with SARS’ requirements.

She engaged me to redraft the OTP to comply.

When she submitted it to the seller, his attorney, whose draft OTP I had been engaged to edit, told him he shouldn’t sign it because the purchaser (a new company) was not yet VAT registered.

I told my client that he was ill-informed.

Then followed a merry-go-round of remarks which culminated in my being asked to speak to the attorney directly.

I decided to be nice and to look for a solution. I suggested that we add a suspensive clause that the Purchaser must first have their VAT registration.

He wasn’t happy with that and said we should change the OTP into an option to buy.

I figured that wouldn’t wash with SARS, so we reached an impasse.

My client got fed up with the whole deal and phoned me to say that she was pulling out.

That’s when I suggested that since she no longer wanted to buy, she put in a stupid offer along with my suspensive clause.

We redrafted an offer of R2,2m. I told her they may come back with a counter offer that we would then consider.

They did. It was R2,375m. Deal!

That attorney had cost his client R325 000.

What is the lesson here? The seller always wants to sell. If the purchaser doesn’t want to buy, then there’s a good deal in the making.