When a dental practice acquisition is completed, and the business has changed hands, one common question arises: What happens to unfinished dental treatments and potential redo work after closing the deal?
In this post, we will answer exactly that, explaining the importance of addressing these questions in the purchase agreement itself.
You will also see why experienced dental practice acquisition attorneys insist on clearly defining these terms, how this reduces the risk of disputes, and how it protects the business's reputation by ensuring a patient-first approach.
A dental business will rarely stop during the acquisition process - many patients will be in the middle of their treatment, often with prepaid dental procedures.
The nature of interventions such as crowns, implants, and especially orthodontics and restorative work requires multiple visits that can span weeks, often extending beyond the closing date.
But this raises another important question: who is responsible for completing the unfinished dental treatment, and should there be any additional compensation? All of these terms should be integral to the contractual language.
Buyers are smart to identify the ongoing cases during the diligence phase, and should determine with the seller how ongoing care will be handled after the sale goes through.
Additionally, many state laws, such as the California Dental Practice Act, require dentists to maintain professional continuity of care and to keep diligent patient records.
In a recent California dental practice sale, Finn Legal represented the seller and addressed a key issue during negotiations: how to handle patients with unfinished dental treatment at closing.
We also proactively discussed responsibilities for any potential redo or corrective work on procedures performed before the transaction.
By raising these issues early, we were able to draft clear, industry-standard provisions that allocate responsibility for treatment completion, post-closing availability, and treatment obligations.
That way, both parties have clear expectations after closing, which significantly reduces the risk of disputes and supports continuity and the quality of patient care.
Who will complete the treatments will not only affect the deal value but also impact patient satisfaction. Patients are rarely willing to change their dentist mid-treatment, unless necessary.
While the exact arrangement will depend on the particular case, the parties usually agree that the seller will remain available for a limited but reasonable period after the sale closes to complete the initiated procedures. But there will be situations where the buyer will assume the responsibility for completing the treatments.
That's why a well-drafted dental practice sales agreement will clearly identify all of the scenarios, including:
Given the importance of these clauses, it's always a good idea to work with a knowledgeable dental practice acquisition lawyer who will tailor the provisions to the specific transaction, thereby avoiding legal uncertainty.
Another important consideration that can often be overlooked is addressing redo dental work in the dental practice acquisition agreement.
Dental work often requires adjustments, repairs, or even retreatment after the procedures are completed. Naturally, the patient will expect the same dentist who performed the initial treatment to perform the additional treatments, which is why the agreement should cover these situations.
The dental practice purchase agreement should include clearly drafted retreatment clauses, addressing:
These provisions are incredibly important for preserving goodwill and reducing the likelihood of disagreements between parties, but will also ensure patient satisfaction, as retreatments are a sensitive subject.
Clearly defining post-closing obligations protects both buyers and sellers, ensures patient satisfaction, and maintains business reputation.
On the other hand, ambiguous agreements can create confusion, undermine patient relationships, and lead to unnecessary, lengthy legal disputes.
Working with an experienced dental practice acquisition attorney will ensure that nuances such as unfinished dental treatment and redo dental work are directly addressed in the contract clauses. But a good lawyer for dentists will also conduct thorough due diligence, help identify risks, and negotiate practical solutions, all to clearly allocate responsibilities before the deal is closed.
If you are considering a dental practice acquisition, selling a practice, or negotiating a dental practice purchase agreement, contact Finn Legal today. We will guide you through every stage of the transaction process, from due diligence and negotiations to post-closing planning and compliance, tailoring a legal solution for your particular business needs.
