Contract for the sale of future receivables
Also called receivables purchase agreement, future receivables agreement, MCA agreement.
The agreement behind a merchant cash advance, drafted as a sale of a fixed dollar amount of future receipts rather than as a loan, which is the point of the drafting.
Drafted with AI assistance. Not yet independently checked. Nobody has verified the claims on this page against a source, so treat the figures and legal points as a starting point rather than as settled, and confirm anything you are about to act on. How we check things.
What it means
## What the document says
A purchase price is paid today for a purchased amount of future receivables. A specified percentage of daily receipts is to be delivered until the purchased amount is received. An estimated daily or weekly payment is set as a proxy for that percentage, with a reconciliation mechanism to adjust it. There is no maturity date, no interest rate and no repayment schedule in the traditional sense, and the recitals will state expressly that the parties intend a purchase and not a loan.
## What else is in it
A security interest in receivables and often all assets, an ACH authorization, a personal guarantee that is frequently styled as a guarantee of performance rather than of payment, a long list of events of default including additional financing, blocking the debits, changing bank accounts and material misrepresentation, acceleration of the full purchased amount, collection costs, choice of law and venue, jury waiver, sometimes arbitration, and in some packages a confession of judgment.
## Why the framing matters
Loans attract usury limits and lending license requirements; purchases generally do not. Courts asked to recharacterize these agreements have focused on a consistent set of features: whether the reconciliation right is real and available in practice, whether the repayment term is genuinely indefinite rather than fixed, and whether the funder actually bears the risk of the merchant's failure, including whether the contract treats bankruptcy as a default. Where an agreement guarantees repayment in substance, courts in several states have been willing to treat it as a loan; where the risk transfer is real, they have upheld the purchase framing.
Where this one catches people
The performance guarantee is widely misread as protecting the owner. It guarantees that the business will perform its obligations under the agreement, and since one of those obligations is not to breach, a breach converts it into personal liability for the full accelerated amount. Merchants told they are not personally guaranteeing repayment are technically being told the truth and practically being misled.
Where you will meet this term
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Contract for the sale of future receivables — common questions
What does contract for the sale of future receivables mean?
The agreement behind a merchant cash advance, drafted as a sale of a fixed dollar amount of future receipts rather than as a loan, which is the point of the drafting.
Where does contract for the sale of future receivables catch people out?
The performance guarantee is widely misread as protecting the owner. It guarantees that the business will perform its obligations under the agreement, and since one of those obligations is not to breach, a breach converts it into personal liability for the full accelerated amount. Merchants told they are not personally guaranteeing repayment are technically being told the truth and practically being misled.
Is contract for the sale of future receivables the same as an interest rate?
Contract for the sale of future receivables is defined above; if you are comparing it against a rate, check whether the two measures share a time dimension before you put them side by side.
Which products does contract for the sale of future receivables apply to?
Merchant Cash Advance, Working Capital, Revenue-Based Financing.
Is there a worked example of contract for the sale of future receivables?
Not on this entry. Where a term is arithmetic, the arithmetic is shown; this one is not primarily a calculation.
What else should I read alongside contract for the sale of future receivables?
Acceleration clause, Cash advance, Personal guarantee, Purchased amount, Reconciliation.
Has this definition been checked?
Not yet. This entry is drafted and live, and the notice at the top says so. Confirm anything you are about to act on.
Is this legal advice?
No. It is a definition. What a clause does in your contract, in your state, is a question for a lawyer licensed where you are.
Can I suggest a term?
Yes — [email protected]. The glossary grows from what people are actually shown in contracts.