The buyer is suddenly challenging our inventory valuation right before closing, claiming our obsolescence policy is too aggressive. How do we resolve this without letting it derail the transaction?

Question

Tyler Smith · Accepted Answer

Late-stage disputes over inventory valuation are common tactics used by buyers to claw back the purchase price when they know you are emotionally committed to closing. To resolve this without destroying the deal, you must shift the dynamic from an adversarial argument to a collaborative problem-solving session.

Apply the Trust Equation to de-escalate the tension. The Trust Equation balances credibility, reliability, and intimacy against self-orientation. When a buyer makes a defensive move right before closing, their self-orientation spikes, which destroys trust. You must lower self-orientation by focusing entirely on objective data and shared outcomes.

Initiate a dedicated meeting to address the issue. Instead of getting defensive, practice the Trust Creation Process: engage, listen, frame, envision, and commit. Let the buyer fully explain their concerns about the inventory. Frame the problem as a shared operational puzzle: how do we establish a fair, risk-adjusted value for this specific inventory without delaying the close?

Offer a practical, data-driven compromise. Suggest setting up a temporary inventory escrow account. A small portion of the purchase price can be held in escrow for six months post-close. If any of the disputed inventory is actually written off during that period, the buyer is compensated from the escrow. If the inventory is successfully sold, the funds are released to you. This structure protects the buyer's downside while keeping the deal on track.