Seller unwilling to id accounts until closing / Sign up for free ISC Private Meetings October 18, 2025

KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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Seller unwilling to id accounts until closing / Sign up for free ISC Private Meetings
October 18,  2025

Private meetings at ISC EAST
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To arrange a private meeting with K&K and staff at ISC East on November 19 or 20 please contact Kathleen Lampert at 516 747 6700 x 319 or KLampert@Kirschenbaumesq.com or Stacy Spector,Esq at 516 747 6700 x 304 or SSpector@Kirschenbaumesq.com. We are planning half hour appointments between 10:30 and 4:30 on November 19 and 20. If you think you need more time let us know. We look forward to seeing you at ISC; meetings will be outside the hall at the food court area.
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Seller unwilling to id accounts until closing
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Ken,
   I have a question I would like to submit for your email newsletter. I have a mom and pop seller that I am in the process of negotiating a purchase contract with. The transaction entails me purchasing about 400 alarm accounts, a DBA, a web domain name, and an 800 number.
   For the purpose of including a list of the accounts in the purchase contract, the seller is only willing to include a list of each account’s monthly amount, type of equipment, and expiration date. The seller is unwilling to disclose the name/address for each account for fear that I will decide not to close and will instead just steal the accounts. The seller says they will provide the list of accounts with all information once I close and pay the money. They have allowed me to review the account contract onsite for my due diligence purposes but would not allow me to take any notes.
   Not including the name/address for each account in the purchase contract seems problematic to me because I think there needs to be some type of unique identifier for each account within the purchase contract to show exactly what I’m buying. Not having that unique identifier for each account in the purchase contract seems like it would be similar to having a car title with no VIN number – what would I actually own?
   Do you see this as an issue? What is the minimum amount of information for each account that needs to be incorporated into the purchase contract?
   If you don’t mind, please don’t include my name if you publish this. Thank you!
name withheld

Response
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   Seems like you're trying to navigate a transactional deal on your own, or with counsel whose judgment and advice you don't trust. You should have engaged K&K from the very beginning, which is before there was a handshake, in fact before there was even an offer.
   You are clearly in due diligence. Presumably you have signed a Non Disclosure Agreement, though unless it's a K&K Standard Form NDA I have no idea what the NDA you signed states. A careful seller is reluctant to reveal too much, even with a NDA in place. Better not to give you the information than worry about trying to stop you from using it against seller's interests.
   There is so much information some buyers want sellers are correct to reject the demands. I view information that a buyer shouldn't need to evaluate the purchase. There needs to be a balance of what information and data is essential in deciding on a purchase.
   Preparing for closing is another matter. And this is where the answer to your question may be found. Most buyers want to be in position to hit the road running when they close on the deal, take over the accounts. You sure can't do that unless you know everything about the accounts; names, addresses, contact info; customer file, codes, everything. The accounts are buyers upon closing and the buyer better be ready to assume the responsibility and liability.
   I can tell you how I suggest the issue be resolved. Before a contract is agreed upon a buyer signs a NDA and begins preliminary investigation. Buyer doesn't need names and addresses yet except for perhaps a few accounts if buyer wants to check out the installation.
   When its time for contract there will be a schedule of accounts, though that too may redact names and addresses, identifying subscribers by a number. Only the most obnoxious buyer and attorney insists on copies of contracts for every customer be attached to the contract, or identified in the schedule. Seller should be wary because not every deal closes. And to make matters worse in many deals, if not most, a contract deposit, earnest money, is not paid by buyer. At that point seller has a contract to purchase that likely gives buyer, and maybe seller, the right to back out before closing without penalty.
   As posed in the question this buyer is worried about identifying the accounts thinking that only name and address would suffice. I don't see it. There are likely hundreds if not thousands of accounts. That contract of sale is likely to be passed around to who knows who.
   I don't transact bit coin deals but I doubt that a contract to buy bit coins identifies the secret account number, which as I understand it is all you need to get to the account funds. Well in the alarm industry the subscriber contracts are your bit coins. It's enough that a buyer knows there is $24,000 in net RMR, half commercial and half residential; monitoring RMR and service RMR and inspection RMR; camera monitoring RMR, etc. This kind of information will be represented and warranted as true and accurate. Prior to the closing the seller will have to reveal all the information so that the buyer can take over the accounts, which will certainly includes setting up invoicing, migrating to buyer's software and perhaps buyer's designated central station.
   It is inevitable that seller reveal everything prior to getting paid, but as closing becomes more certain,, more imminent, seller's reluctance to share the information needs to give way to buyer's need to know. However, unless the transaction is a Contract and Closing, which is not uncommon, the names and addresses can be redacted from the list.
   No seller or buyer should be handling a buy-sell transaction on their own; I don't care how many you have done or how smart you are. If you were smart enough then you'd be a rich lawyer, not a rich alarm guy. Not many lawyers wire up their own alarm panel.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com