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ePaper created 2016-05-27, 08:08:36 | version 1.38.0
dothisandthebuyerishappyforthe seller to stay on, an associate agree- mentshouldbedraftedaspartofthe sale process. If the seller is adamant thatheorshewantstoretireimmedi- atelyafterthesale,thepracticecould send a joint letter from the seller and buyer explaining to the patients that the practice has been sold. However, this may affect the goodwill of the practice if the seller leaves abruptly, so it is worth considering the sale of yourpracticeagoodwhilebeforeyou actuallyretire. If you are a sole practitioner with a GDS contract considering utilising the 24-hour retirement policy post- completion, it may also be worth noting that you are specifically not entitledtothisbenefitasasolepracti- tioner, as there is no one to take over your GDS contract and therefore the contract is effectively brought to an endandcanbeputouttotender. Inasaleagreement,itiscommonto include restrictive covenants, which preventthesellerfromworkingatan- otherdentalpracticewithinacertain radius and for a specific period after the sale has been completed. There alsotendtobeprovisionspreventing the seller soliciting patients, suppli- ersandemployees.Thesesortsofpro- visions will apply even when a seller stays on as an associate after the sale andsubsequentlyleavesanumberof yearslater.Themainreasonforthese provisions is the protection of the goodwillofthepractice,buttheycan be very restrictive on the seller, de- pending on post-completion plans. Ifthesellerwishestopractiseatalocal hospital or work as a locum after the sale, the restrictive covenants may prevent him or her from doing so. Therefore, it is important for the sellertocarefullyreviewanysuchre- strictionswithinthesaleagreement. It is also important that you have a will in place, to make provision in theeventofanunexpecteddeath.Itis importanttoothatclearinstructions begiventocontactthelocalareateam (LAT) within a strict time frame after the death. In the case in which a sole practitioner has a GDS contract and dies unexpectedly, the contract will be terminated 28 days after his or her death, unless his or her personal representativenotifiestheLATofthe death. It can then extend the period from28daysuptosixmonths.Ifclear instructions are not given to the per- sonal representative, it can result in the deceased’s estate not being able to benefit from the goodwill the deceased built up in the practice. It is vitalthattheimportanceofnotifying the LAT be stressed to the personal representative, especially if it is a family member, as dealing with the deceased’s business may fall to the bottom of the list when that family member is grieving. It is important that this extra time be secured, to al- low the estate to decide how best to disposeofthebusiness. Ifyouareapartnerinapractice,itis worthwhile making provision in the agreementtocoverthecircumstance of a partner dying, as well as making specific provision within your own will.Thepartnershipagreementmay give the remaining partners the option of purchasing the deceased’s share of the practice or may provide that they are to cooperate with the saleofthedeceasedpartner’sinterest in the practice. Either way, it creates certaintyastowhatwillhappenafter the death of a partner and can make the process much easier for the fam- ily and personal representative of the deceased. The 28-day period in which the LAT has to be informed of the death still applies for the case in which the deceased was in partner- ship; however, it is possible for the remaining partners to undertake to perform the deceased’s units of den- tal activity, which can take the pres- sureoffallinvolvedwhileadecisionis made as to how best to deal with the deceased’sshareofthepartnership. 13 Dental Tribune United Kingdom Edition | 4+5/2016 TRENDS&APPLICATIONS Amanda Maskery is one of the UK’s leading dental lawyers. She is Chair of the Asso- ciation of Special- ist Providers to Dentists (ASPD) in theUKandaPart- ner at Sintons law firminNewcastle.Amandacanbecontacted atamanda.maskery@sintons.co.uk. AD DTUK0416_12-13_Maskery 25.05.16 10:21 Seite 2 DTUK0416_12-13_Maskery 25.05.1610:21 Seite 2