Case Studies

Property – GPs

We acted for a large local medical centre who wanted to sell its premises as a number of partners were coming up to retirement and the remaining ones decided that buying into the freehold was not in their best interests.

After a purchaser was found, we negotiated the terms of the sale and managed the immediate leaseback agreement. This included a crucial but complex termination provision that would see the NHS ceasing to provide rent reimbursement to ensure the practice continued to thrive for the remaining partners.

Property – Care

Our client, which provides nationwide care for vulnerable adults, was looking to buy a development site for a brand new specialist care facility. We began by carrying out extensive due diligence to ensure the site was suitable for the client’s needs and that it wasn’t subject to any onerous third party rights. We then negotiated an initial contract that began the purchase process but protected our client from being forced to complete until satisfactory planning permission had been granted. By doing this we made sure our client would not be left with an expensive piece of land but no way of finishing their new facility.

Corporate – Care

i. We worked alongside a bank providing funding to the buyer of a care home business. Our primary job was to review and negotiate the documents underpinning the acquisition. However, because of our extensive healthcare experience, we were also able to act as liaison between the bank, the buyer and the target business making sure the required funding and security arrangements had successfully been put in place and were ready to take effect upon the completion of the deal.

ii. During the complex sale of a company that ran five care homes we were responsible for coordinating all the seller’s due diligence responses and then negotiating the key transaction documents which included a highly specialist share purchase agreement and disclosure letter.

Corporate – GPs & Dentists

i. While acting for the buyer of an unincorporated dental practice we quickly noticed the provisions of the practice’s GDS contract with the NHS meant that our client would have to join as a new partner before the outgoing sellers left so that they’d definitely be covered. Once we’d established a solution, the sellers and the buyer worked together as partners for a short period of time before the sellers formally retired leaving the GDS contract solely in the name of the buyer.

ii. We continue to act for a growing number of GP practices looking to put new partnership agreements in place. Because of the particular demands of a GPs’ partnership, this is not always straightforward. Specific attention is required for apportioning the practice’s profits and losses between the partners along with ownership of the practice’s premises and the procedure to follow should a partner leave the practice.

Litigation – Care Homes

When a large national group of care homes found themselves facing a growing number of disputes with local authority funders over residents’ payments, we helped them determine their actual contractual and commercial position so we could pursue the local authorities to recover the outstanding fees. Having made contact we were then able to negotiate favourable commercial settlements for each of the disputes without damaging the vital ongoing working relationship the care home owners enjoyed with those local authorities.

Litigation – GPs

We acted on behalf of a doctor who had entered into a partnership without a formal partnership agreement. When his partners tried to argue that our client had only acted as a consultant and had never even been part of the partnership, we were able to establish our client had actually been key in its creation. Then, relying on The Partnership Act 1890, were able to negotiate an early financial settlement that surpassed our client’s initial expectations.

 

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