I still remember the deal that almost got away. Eight weeks of negotiations, a buyer with financing locked and loaded, sellers who had mentally moved to Florida. Then boom. A supplier contract with a change-of-control clause nobody read until week nine. Closing pushed back a month while lawyers untangled it. The seller aged five years. The buyer got twitchy. I ate a lot of antacids.

Here is the thing. That deal taught me more than any textbook. Customer contract consents are the quiet killers of small business sales. They rarely make the highlight reel, but when they bite, they bite hard. So let me walk you through the checklist I now run on every single deal. Treat it like a pre-flight inspection. Skip a step and you might not like where you land.

What Are Customer Contract Consents, Exactly?

Quick definition for the uninitiated. A consent is simply written permission from a customer to transfer their contract to the new owner.

I asked Jack Parsons, owner of San Francisco Business Brokers Edge about this and he told me, “Many agreements have clauses requiring this. Change-of-control provisions, anti-assignment language, the whole alphabet soup of legal fine print.

If your top client represents forty percent of revenue and their contract says no assignment without consent, well, you have a problem on your hands. A big one.”

Here is why this matters more than most sellers realize. Buyers do not just purchase equipment and a logo. They purchase predictable revenue. One missing consent on a major account can stall the whole closing, spook the lender, and hand the buyer a renegotiation hammer.

The Checklist That Saves Closings

I keep this list pinned to my mental bulletin board. Every deal. No exceptions.

1. Pull every customer contract with a term longer than twelve months.

2. Flag each one containing assignment, change-of-control, or consent language.

3. Rank customers by revenue percentage. Top ten get white glove treatment.

4. Confirm whether consent must be in writing or can be email confirmation.

5. Identify who on the customer side actually signs. Not always who you think.

6. Draft consent letters before the letter of intent goes out. Yes, before.

7. Build a consent timeline into the closing calendar with buffer weeks.

8. Confirm no consent fees exist. Some vendors charge for the paperwork. True story.

9. Track every request in one shared spreadsheet. Chaos lives in scattered email threads.

Number six is my favorite. Get ahead of the bottleneck instead of chasing it. Think of it like training legs. You do not skip leg day, and you do not skip consent prep. The muscle you build now carries you when things get heavy.

Why Sellers Drag Their Feet (And Why You Cannot Let Them)

Fear, mostly. Sellers worry that asking a customer for consent signals instability. Like calling your landlord to ask about the lease renewal and accidentally hinting you might move out. I get it. Human nature.

Here is the reframe I use. A well handled consent conversation actually strengthens the relationship. Customers appreciate transparency. Position it as a formality tied to ownership transition, reassure them nothing changes operationally, and most will sign without drama. The ones who balk were probably already halfway out the door.

• Talk to top customers early, ideally before the deal goes public

• Give them a one page explainer. Nobody reads legal packets

• Offer a direct line to both seller and buyer for questions

• Follow up weekly until the signature lands

Common Stumbling Blocks That Cause Closing Delays

Let me rattle off the usual suspects from my scar tissue.

1. Missing signatures from subsidiaries buried in the corporate structure

2. Contracts that require thirty or sixty days written notice before any assignment

3. Auto renewal dates landing mid closing window. Ugly surprise

4. Customers who want concessions in exchange for consenting. Sneaky but common

5. Verbal consents that lenders refuse to accept. Get it in writing, always

That last one stings. I watched a seller swear up and down that his biggest client said yes on a phone call. The lender wanted ink. The client went silent for three weeks. We got there eventually, but the seller and I had a long conversation about documentation that day.

Building Consent Management Into Your Deal Timeline

Closing delays rarely come from one giant issue. They come from a dozen small fires burning at once. So build the firebreaks early.

• Week one: inventory all contracts and flag consent requirements

• Week two: draft consent letters and confirm signatory authority

• Week three: begin outreach to top revenue customers

• Ongoing: log every response and escalate silence promptly

Treat this schedule like a training program. Progressive overload, consistent effort, no skipped sessions. Deals close on discipline, not adrenaline.

The bottom line? Consents are boring. Gloriously, frustratingly boring. Handle the boring stuff with obsessive care and you get to watch your clients walk into their next chapter smiling. That feeling never gets old. Now go check those contracts. Seriously. Go.