Should you retain a medical or dental practice attorney to represent you in selling or buying a practice?

I have received many calls and requests for consultation and representation from the parties to a transaction for selling or buying of dental and medical practices that have realized months after the Closing that they are liable for certain claims, contracts, and damages that was not intended to be a part of the transaction, but the contract was not drafted in such a way to protect them. This is particularly important if the other side is represented by an attorney, agent, and/or a broker. First, there are certain claims and liabilities that may automatically transfer from the seller to the buyer, whether those claim(s) were known or unknown during the negotiations, and whether the contract specifically provided for such transfer of liability or not. Additionally, attorneys can be very crafty and use short, simple terms that may seem completely meaningless and/or innocuous to you but could affect the entire contract and all of its terms. For example, if there is a sentence buried in a contract that states “the terms of this contract will merge into the Closing documents” all of the benefits that were included in the contract will be lost the moment the Closing documents are signed; essentially, the terms of the contract will cease to govern the parties rights and responsibilities to each other upon the execution of the Closing documents. Depending on the terms of the contract and Closing documents this could substantially affect one side more than the other.

Parties to a contract often believe that because they can read and write well they should not retain an attorney and “waste” their money for legal representation. Based on my experiences I highly recommend that you retain an attorney that is experienced in buying and selling of dental and medical practices and you should ask penetrating questions from the attorney that you intend to retain to see whether they have the requisite knowledge and can work well with you throughout the various stages of the transaction.

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