15Practice ManagementMay 24-30, 2010United Kingdom Edition documents – as well as ensuring full and proper replies to all of the questions asked. Pay attention One matter you should pay close attention to does relate to the employees of the practice. In ac- cordance with the TUPE regula- tions, all employee contracts of employment will be transferred to you on completion, and those employees will have the benefit of their existing terms and con- ditions. While not impossible, it will be extremely difficult to alter terms and conditions of employ- ment after completion. Thirdly, you will (unless you are extremely fortunate) need fi- nance in place so you know that you will have the finance available to complete the deal, prior to being legally committed to it. While it is fair to say that fund- ing is not perhaps quite as freely available as it was a couple of years ago, finance is certainly very much available and the banks that specialised in this area are still keen to lend wherever possible. Once the form of sale con- tract is agreed, the due dili- gence is complete and an of- fer of finance accepted, you are then ready to proceed to exchange of contracts. Exchange of contracts The legal significance of ex- change of contracts is that it is from that moment that you are legally bound to buy – and the seller, legally bound to sell. Your solicitor will have one part of the sale contract signed by you and the seller’s solicitor, an identical copy, signed by the seller. These days, exchange of contracts usually takes place on the telephone, with each solicitor placing their part of the contract in the post that night. Apart from being legally bound, there are two other issues to consider. First, on exchange, in most cases a 10 per cent deposit is paid to the seller (or more spe- cifically to the seller’s lawyer). Do you have these funds availa- ble? If not, will this make up part of the funding from your lender? Most banks will agree to advance part of the loan to a buyer’s so- licitor for use as a deposit. Secondly,atexchangeofcontra- cts,acompletiondateisagreed,this being the date when the balance of the purchase monies are paid over and the practice becomes yours. The time between exchange of contracts and completion can vary enormously. In some cases, ex- change and completion take place simultaneously, while at the other extreme, if you are working as an associate, you may not wish to give notice to your principal until there is a legally binding contract. If this is the case, there can be three months between exchange of contracts and completion. The completion date does need to be agreed beforehand in order for exchange of contracts to take place. Post-exchange/ pre-completion At this point, the lawyers are busy preparing any other documents which need to be in place and signed for completion: mortgage deeds, transfers of property and the like. It may also be necessary – if this is an NHS practice – for cer- tain notices to be sent to the PCT, or if a Capitation Scheme Practice is being purchased, notice given to the Capitation Scheme provider so that arrangements are in hand for the Capitation Scheme patients to be transferred to you. Time to complete In most cases this is the easy bit. The money should arrive from your funders. We generally re- quest funds the day prior to com- pletion to ensure there are no delays on the day of completion. From a legal perspective, from the moment these funds arrive in the seller’s solicitors’ account, the practice is yours. Post-completion By this stage, you will have had more than enough of your lawyers and will be hap- py to be able to concentrate on treating patients. In many cases, these days there are post-completion issues to deal with, particularly with NHS practices where more no- tices may have to be sent to PCTs. If there was a retention from the purchase monies, it is possible that issues may arise if clinical neglect or failed treatment arise. In such circumstances, it is im- perative you notify your lawyers as soon as these issues arise. There are in many cases time limits in which claims must be made and if missed, may result in you being unable to pursue what otherwise would have been a perfectly valid claim. To summarise Each transaction is different and each raises its own issues to deal with. The vast majority in- volve complex legal issues. On average, transactions take about four to five months to get to the stage where exchange of con- tracts can take place. Some take substantially longer, very few happen quicker. Do not be rushed! For most dentists, the purchase of their own practice will be the big- gest business transaction they ever take part in – it is of vital importance that everything is in place before being legally com- mitted, that you end up with the practice that you thought you were buying and that your role as an entrepreneurial business- man can begin. DT About the author John Grant has some 20 years’ ex- perience in provid- ing legal advice to dentists. He is the managing partner and head of the dental team at Co- hen Cramer, which provides a compre- hensive range of legal services to dentists. He is a mem- ber of the legal group of NASDA and is presently the Chairman of ASPD, the Association of Specialist Providers to Dentists. To contact Cohen Cramer So- licitors, call 0113 2440597, email den- tal.team@cohencramer.co.uk or visit www.cohencramer.co.uk. Finding the practice of your dreams is the easy part - buying it is another matter!

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