Here’s some sensible advice…………….DON’T INSTRUCT A NON-DENTAL SOLICITOR – PLEASE!!!

A lady dentist, sole principal decided to sell her practice. She instructed a non-dental firm to represent her in the transaction. I represented the Buyer.

The first solicitor admitted in a telephone conversation with me that she had not dealt with a dental matter before!  She then retired 2 weeks later!! The matter was then taken up by a trainee solicitor who had no commercial experience at all!

Offers to assist the Seller were rebuffed on several occasions. Throughout the transaction, it became quickly apparent that the Solicitors lack of understanding as to how to manage a dental transaction was not only going to encumber their client in terms of the costs but also would affect the duration of the matter and the amount of “free advice” I would have to give them!

My client, on the other hand, had determined that she needed a specialist solicitor to represent her and recognised that the fee estimate that was provided reflected that

Given that the trainee had no dental knowledge, I agreed to draft the Sale and Purchase Agreement, which I hoped would expedite the process

The time taken to obtain the practice information was months rather than weeks!

The sale agreement contained warranties as is the case in every business sale agreement, some of which pertained specifically to dentistry, others of a more general commercial nature.

The Seller refused to agree to any of the warranties.  One pertained to the confirmation that every member of the practice staff involved in the treatment of patients, must be subject to a Disclosure and Barring Service (DBS) check (formerly CRB).

It became apparent that none of the staff had been DBS checked and the Seller’s argument was that she did not need to do so as all her patients were “chaperoned”!

The Health and Social Care Act 2008 and Safeguarding Vulnerable Groups Act 2006 say something very different.  Any member of staff involved in “regulated” activity” which includes providing dental services, must be the subject of a DBS check.

My client was advised that if an incident arose at the practice and a complaint made to the Police, even if this related to a time period prior to completion, she would have been questioned.  She agreed to take that risk (against advice) and continue with the purchase irrespective of there being no DBS checks in place.

The Seller offered my client to work for her as an Associate in her practice for 12 months claiming that this would give her a chance to see how she ran her practice and therefore, she would not need to worry about there being no warranties!

On my advice, she withdrew from the purchase.

Such a calamitous situation would not have arisen had the Seller taken proper legal advice from a dental specialist from the outset.

The reason claimed for not doing so was costs alone!!!

If you require advice, please call me anytime– there is no obligation.

 

Jonathan Jacobs

Chairman of The Greater Manchester Dental Advisers Committee

Head of Healthcare

Albinson Napier  Solicitors

0161 792 8142/07776 132339

jjacobs@anlaw.co.uk

www.anlaw.co.uk