Entering into a partnership agreement is one of the most important agreements you ever enter into and should never be done without the guidance of an experienced corporate attorney. Taking into consideration the minutest details on the front-end of the agreement and ensuring the structure and supporting documents clearly reflect those details will serve save tremendous headaches and cost in the event of conflict down the road. Most partnership agreements involve the purchase of an interest in the practice, or a buy-in, which includes an interest in the assets, the practice’s good will or brand and liabilities. When buying in to a practice due diligence is critical to ensure the representations made about the existing practice are accurate. Warranty language should be included in case they are not. Issues surrounding financing must also be carefully analyzed by a trained corporate attorney. Most buy-ins are financed through a bank that will require a first party lien in the case of default. Language to protect the share of assets by the existing owner will be an important part of the agreement. Language that should never be done by a non or inexperienced attorney.
