David McCormick
Simmons Mid-Atlantic

Q: Do I need a separate attorney?

A: We frequently hear folks asking questions about legal representation and attorneys along the lines of:

My friend/sister/cousin is an attorney- I can work with them, right?
We work well together can one attorney take care of both of us?
Can I just have one person as broker/lawyer?
Do we really need to spend money on attorneys?

Veterinary transactions are significant events for all involved and there are unique aspects of every transaction that need to be recognized to protect your best interests. Your word and a hand-shake are not enough to protect you, your practice or the transaction. Those days are long gone as are the days of the jack-of-all-trade lawyers.
You need to have the right experience for what you need.

Find the right tool for the job. Family and friends that are attorneys may save you money but their expertise in litigation or family law will not help you with a veterinary purchase contract. In the long run, you are usually better served to have an attorney that is experienced in business contract law and preferably with small business purchase contracts if not with veterinary practice transactions specifically.

We do not recommend having one attorney to represent both sides. While this may appear to save time and money, it is not a good choice. Regardless of how you may see eye-to-eye on almost everything, a purchase contract involves two different perspectives (seller — buyer) that can have significantly different concerns, issues and liabilities. In a transaction setting, one attorney cannot protect both of you; it is a conflict of interest. Someone somewhere is going to get the short end of the stick. It may not result in a problem in the transaction but should issues come up afterwards the cost in time, dollars and frustration may be significant.

Similarly, we cannot recommend having a broker-attorney. Your broker is engaged to get you to a successful conclusion with the sale of your practice. They are adept at facilitating the transaction and guiding all the key players and elements to get you to that goal. Your attorney is engaged to protect your legal and liability interests during and after the sale and will negotiate contracts with that in mind. Both are professionals engaged to help you reach your goal but they have different goals and motivations. Combining them in one person creates a conflict of interest that could create more issues than it looks like it would solve.

The decision to exit from ownership is life changing and selling your practice is a momentous occasion. Shortcuts and quick fixes while appealing on the surface do not usually help you, your practice or the new owner. Having good legal representation is worth it. Make the time to find the right attorney to add to your team of advisors.

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