What to Expect During the MCA Negotiation Process

The negotiation follows a pattern. The funder will test your resolve. The funder will delay. The funder will start high and concede slowly. Understanding the pattern prevents you from mistaking standard tactics for impasse.

MCA negotiation is not a single conversation that produces a handshake and a number. It is a process that unfolds over multiple communications, multiple offers, and multiple tactical decisions by both sides. Understanding what to expect at each stage reduces anxiety, prevents reactive decisions, and positions you to achieve the best available outcome.

The Opening Phase

The negotiation typically begins with an initial communication — a letter, an email, or a phone call — in which your position is stated and a resolution is proposed. If you are represented by an attorney, the communication identifies the legal issues with the agreement and the basis for the challenge. If you are negotiating directly, the communication states the reasons the funder should accept less and proposes a settlement range.

The funder’s initial response will test your resolve. The response may dismiss your claims, restate the full balance owed, threaten acceleration or legal action, or offer a modest discount that is well above your target range. This response is not the funder’s final position. It is the funder’s opening position. The purpose is to determine whether you will fold, counter, or escalate. Your response to the opening is the most important signal you send.

The Middle Phase

After the opening positions are established, the negotiation enters a phase of iterative offers and counteroffers. The funder may lower its demand by small increments. You may raise your offer by small increments. The pace may be slow — a week between responses is not unusual.

During this phase, the funder may use delay as a tactic. Silence for days or weeks is common. The silence is designed to create pressure — the business owner with daily cash flow problems and an unresolved MCA may interpret the silence as a signal that the negotiation has failed and may make concessions to restart it. Do not interpret silence as failure. Interpret it as a tactic. Respond to silence with patience and a follow-up communication that reiterates your position without conceding ground.

The funder may also introduce new demands during the middle phase — a compressed payment timeline, a requirement to sign a new agreement, or a condition that you waive claims you have not yet asserted. Evaluate each demand on its merits. Some are reasonable adjustments to the settlement terms. Some are attempts to extract additional value. An attorney can help distinguish between the two.

The Closing Phase

The negotiation approaches resolution when the gap between the funder’s demand and your offer narrows to a range that both parties can accept. The closing phase is often the most intense. Both sides know that a deal is close, and both sides are trying to extract the last available concession before agreement.

The closing phase often involves a final take-it-or-leave-it offer from one side or the other. These offers are rarely actually final — there is usually room for one more adjustment — but they signal that the party making the offer is near its limit. Your response should reflect your assessment of whether the offer is within your acceptable range and whether further negotiation is likely to produce a meaningfully better result.

After Agreement

Once the number is agreed upon, the settlement is not complete. The terms must be documented in a written agreement that protects your interests. The settlement amount, the payment timeline, the release of all claims, the UCC-3 termination, the dismissal of pending legal actions, and the vacatur of any confession of judgment must all be specified in writing. Verbal agreements are unenforceable and leave you exposed.

DEFENSE TEAM SPOTLIGHT

Todd Spodek

Lead Attorney & Founder

Featured on Netflix's "Inventing Anna," Todd Spodek brings decades of high-stakes criminal defense experience. His aggressive approach has secured dismissals and acquittals in cases others deemed unwinnable.

NY Bar Admitted Multi-State Licensed Federal Courts

Meet the Full Team

The settlement agreement should be reviewed by an attorney before you sign it. The funder’s draft will protect the funder’s interests. Your review ensures it also protects yours. The negotiation of the settlement terms is a separate negotiation from the negotiation of the settlement amount, and it deserves the same attention and care.

Throughout the entire negotiation process, maintain documentation of every communication. Save every email. Note every phone call with the date, time, and a summary of what was discussed. If the negotiation breaks down and litigation follows, the documentation becomes evidence. If the negotiation succeeds and the funder later fails to honor the settlement terms, the documentation is the basis for enforcement. The negotiation record is not administrative overhead. It is the foundation of your legal position at every stage.

The negotiation process can be stressful and uncertain. The funder’s tactics — silence, delay, lowball counteroffers, threats of escalation — are designed to test your resolve. Understanding that these are tactics, not impasses, prevents you from making concessions driven by anxiety rather than strategy. The business owner who maintains discipline throughout the process achieves a better outcome than the business owner who folds under tactical pressure.