Why Commercial Real Estate Deals Can Fall Through Before Closing

04/20/2026 05:21 AM Mark Goodman

You’ve done your research on a commercial property, made a fair offer and just learned that it was accepted by the seller. You may want to celebrate a little, but know that plenty of commercial real estate deals end up falling through after an offer is accepted but before closing. Why might a commercial real estate purchase fall through, and what can you do to keep the transaction on track as you near closing? We answer those questions and more in today’s blog.

Why Commercial Real Estate Deals Can Fail

Commercial real estate deals can fall through for any number of reasons after an accepted offer but before closing. This period is known as the due diligence stage of a transaction, and it’s a crucial period where the property is thoroughly vetted to ensure there are no issues that could cause problems for the buyer once they officially become the owner. Issues with both the buyer or seller can cause a deal to collapse, so let’s look at some of the most common reasons why they may fall through:

Environmental/Zoning Issues - Research into the property may discover any number of environmental or zoning issues that prove too concerning to a prospective buyer. Perhaps a previous tenant contaminated a property such that it’s no longer a solid fit for the buyer, or problematic zoning issues mean you simply won’t be able to bring your vision to life. These environmental and zoning issues can quickly bring a deal to a halt.
Title Concerns - Your title services company may find outstanding title clouds that need to be cleared before you can close on a property. For example, research into a property’s title may uncover unpaid property taxes, liens against the property, previously unknown easements or encumbrances or boundary discrepancies. The seller will need to address these outstanding issues before you close so that their unaddressed problems do not become your mess to clean up once you’ve officially become the owner. If matters can’t be resolved in a satisfactory manner, a commercial deal can fall through.
Financing Issues - Finally, it’s also possible that an issue with the buyer’s financing causes a deal to fall through. Maybe the all-in price ends up being much higher than what is financed in the loan, investors back out or the buyer loses their job or experiences some other action that negatively impacts their credit and their ability to secure financing for the purchase. If your financing falls through during the due diligence phase of the deal, know that you may forfeit any earnest money you put down in your offer. Buy within your financed means and work to avoid any credit fluctuations while you’re in the middle of a commercial transaction.

If you want to do everything in your power to keep a commercial purchase from falling through, connect with an experienced title services team who can assist with crucial aspects during the due diligence phase. We want to see you complete your deal, and we’ll ensure everything is in order on your end of the transaction. For more information about keeping a commercial purchase on track, or for assistance during the due diligence phase, connect with the team at Commercial Partners today at (612) 337-2470.