Recently, we handled a commission dispute case, and it’s a good opportunity to share an important yet often overlooked topic in business sales:
How does an agent’s commission actually arise, and why should a broker’s work be honoured?
This article is written mainly for business owners who may consider selling their business in the future.
The goal is to help you better understand industry rules and make future cooperation more transparent and efficient.
1. Business brokers provide professional services — they are not shareholders
Throughout a business sale, brokers, lawyers, and accountants are all professional service providers.
We are not shareholders, we do not share in the profits, and we cannot assume external risks on behalf of the seller.
What we can deliver — and take full responsibility for — includes:
- Finding qualified buyers
- Coordinating expectations and terms
- Facilitating negotiations
- Managing communication between both sides
- Bringing both parties to a signed contract
These are the outcomes that fall fully within a broker’s scope of work.
Once the contract is signed, the broker’s services are considered complete.
2. Everything that happens after signing is outside the broker’s control
Whether a transaction successfully settles after signing depends on external factors such as:
- Landlord approval for lease transfer
- Whether the buyer honours their commitments
- Accountant, bank, and audit requirements
- Market changes
- Business performance fluctuations
These risks are beyond the control of both the seller and the broker.
Therefore, the industry has always been clear:
- A broker’s job is to bring the deal to a signed contract.
- External risks are jointly borne by the buyer and seller.
A broker cannot — and should not — bear uncertainties caused by landlords, banks, or market forces.
3. A real case: The issue wasn’t the contract — it was expectations
A seller of a Vietnamese noodle shop had been struggling and decided to close the shop while selling.
Despite the difficulties, we managed to find a buyer and secure a signed contract.
However, because the final selling price was low, the seller became frustrated:
“The business sold for so little — the commission feels higher than the sale price!”
This is a common emotional reaction.
But the facts were:
- The broker completed the job under extremely challenging circumstances
- A buyer was found and the contract was signed
- Lease assignment was completed
- The seller exited the business smoothly and recovered the rental bond
The low sale price was not caused by the broker, nor is it something a broker can control.
After many unsuccessful discussions, we had no choice but to take legal action:
- Tribunal application
- Court judgment granted
- Seller refused to comply
- A liquidator was appointed
- Seller eventually chose settlement and paid the commission
After deducting legal costs, we barely recovered much.
But we still chose to see the case through to the end.
4. Why persist? It wasn’t about the money — it was about fairness and professional dignity
Pursuing the case despite the loss was not about recovering the commission.
It was because:
- Contracts must be honoured
- Industry rules cannot be undermined
- Professional services deserve recognition
- Brokers cannot absorb external risks on behalf of others
If even the industry’s accepted benchmark — service completion at contract signing — cannot be upheld, then no broker will have the confidence to invest serious effort into their work.
In most disputes, the real issue is not the contract but expectations.
But contracts must be honoured, and industry rules must be upheld.
5. A message to business owners who may sell in the future
When you engage a broker, the broker’s responsibilities are to:
- Protect your interests
- Find a buyer who is willing and capable
- Secure the best possible terms
- Help you navigate the difficult parts
- Guide you all the way to a signed contract
We do not share in your profits, nor do we assume your risks.
What we charge is a service fee — not a share of your business.
Once this is understood, the partnership becomes smoother, clearer, and far more reassuring.
I hope this article helps more business owners understand:
A broker is your partner — someone who works with you to sell your business safely and successfully.
