What you actually sold: inside a purchase of future receivables
The document is drafted as a sale of money you have not earned yet, and almost every strange feature of the deal follows from that one drafting decision.
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.
Somewhere in the first page of the agreement there is a sentence saying the funder is buying a stated dollar amount of your future receipts, and that the transaction is a purchase and not a loan. Read that sentence twice. Almost everything that later surprises people about a merchant cash advance is downstream of it.
The three numbers that define the sale
Illustrative only — suppose a funder buys $67,500 of your future receipts and pays you $50,000 for them. The stated cost is $17,500. If it is collected over five months, that is a different animal from the same $17,500 collected over eighteen. The factor tells you nothing about which one you signed.
Why the paperwork insists it is a purchase
Lending is a regulated activity. Interest rates run into usury statutes, lender licensing regimes and disclosure obligations that vary by state. The sale of an asset generally does not.
So the agreement is drafted, clause by clause, to look like a sale of property rather than an extension of credit. There is no maturity date. There is no stated interest rate. There is no fixed schedule of instalments in the classic sense. The funder takes an assignment of and a security interest in the receivables. And crucially, the contract will say that if your business fails honestly — no fraud, no diversion, no breach — the funder loses its money and has no claim for the shortfall. That last feature is the load-bearing one. A lender that must be repaid whatever happens is lending. A buyer that eats the loss when the asset never materialises has bought something.
What courts look at, and why nobody can promise you an answer
Whether a given agreement is treated as a purchase or recharacterised as a loan is decided case by case, on the specific contract and the specific conduct, and the law is not uniform across states. Courts that have addressed the question have tended to circle the same three features:
- Whether the agreement contains a genuine reconciliation mechanism that adjusts collection to actual receipts.
- Whether the arrangement has a finite term, or is genuinely open-ended until the receipts arrive.
- Whether the funder has recourse against the business or the owner if the business fails without fraud.
Conduct matters as much as drafting. A reconciliation clause that exists on paper and is refused in practice is worth less than one that is honoured. Do not assume the label on the document settles the question either way, and do not assume the opposite.
What the purchase framing does to you in practice
The sentence to read before you sign
Find the clause that says what happens if the business genuinely fails. If it says the funder bears that loss, the document is at least internally consistent with what it claims to be. If it says you or your guarantee cover the shortfall in all events, the deal is asserting one thing and doing another, and that gap is exactly where disputes start.
The gap between the percentage and the debit, in numbers
Illustrative only — a specified percentage of 15%, and an estimated daily debit built on an assumption that you take $98,000 a month across 21 collection days. Fifteen percent of $98,000, divided by 21, is $700 a day. That is the figure in the document.
Now suppose actual receipts are $74,000. The true 15% is $528.57 a day. The debit is still $700, which is $171.43 a day too much, or $3,600 over a 21-day month — and as a share of what you actually took, the funder is collecting 19.86% rather than the 15% the contract specifies.
That single gap is the whole reconciliation question expressed as a number. It is also the number to put in a reconciliation request, because closing it is precisely what the clause exists to do. See reconciliation: the clause that decides what happens in a bad month.
Where this applies
Related questions
What does this guide cover?
The document is drafted as a sale of money you have not earned yet, and almost every strange feature of the deal follows from that one drafting decision.
Which funding products does this apply to?
Merchant Cash Advance, Revenue-Based Financing. Each has its own page listing the funders in this directory that offer it and what each one publishes about its terms.
Are the figures here quotes?
No. Every worked example is labelled illustrative and exists to show the arithmetic. What a particular lender charges is on that lender's page, where it publishes it at all.
Who writes this?
The Find Me Funders research desk. Some drafting is AI-assisted, and every page that is says so at the top, including whether a person has checked its claims yet.
How do I know a figure here is right?
Where a page carries the green notice, its claims were checked against the sources listed at the end and a reviewer is named. Where it carries the amber one, nobody has verified it yet and you should confirm anything you plan to act on.
Are the examples real deals?
No. Every worked example is labelled illustrative and exists to show the arithmetic. What any particular lender charges is on that lender's page, where it publishes it.
Why do you never say what a typical rate is?
Because we cannot source it. A market average assembled from lenders who do not publish prices is a guess with a decimal point on it. Where a lender publishes a figure, we show that figure and say where it came from.
Is this financial or legal advice?
No. It is general information about how these products work. Outcomes depend on your contract and your state, and a lawyer or accountant licensed where you are is the person to ask about your situation.
Can I reuse this content?
Quote a paragraph with a link back. Do not republish whole articles.