Lancashire Oral Dental Surgery based in Blackpool have been an orthodontic specialist for years serving the people of Blackpool and beyond on straightening their teeth.
The Setfords dental solicitor team have bought and sold numerous dental practices over the last decade. However, what makes this particular transaction different is the contract that these dentists hold are not the usual general dental services (GDS) contract but a personal dental services (PDS) contract which focuses on a specialism e.g. Orthodontics. A PDS contract where the bulk of the goodwill lies, is not automatically transferrable and therefore care needs to be taken on the steps to ‘transfer’ this contract. In this instance, the PDS contract was held personally by Frank and Paul so formal consent of the NHS Local Area Team was requested but securing consent is not always given thus making this particular transaction rather touch and go. It was satisfying once the consent was finally secured.
The other additional complication is that the PDS contracts are due to be re-tendered. This means the NHS can wipe the slate clean and decide at a later date which dental practices are granted a contract and the new terms. However, at this present juncture, there is no guarantee and no opportunity to persuade or get some inkling of what the contract terms might be. The process is extremely intensive and starts with the pre-qualification questionnaire which kick-starts the NHS dental tendering process. Once that PQQ is completed and one is successful the next stage is the invitation to tender document ITT. This creates a shortlist for the NHS to choose from. After that interviews, presentations and meetings are undertaken and only the chosen few will get the NHS contract.
Given there was no dental broker involved, we were integral in the commercial negotiations balancing the buyer’s position regarding apportioning the risk if the contract was not retendered or retendered at a lower value verses our client’s requirement to be paid for the goodwill without clawback. Also given the working relationship of both parties, it was important to ensure that there was respect and collaboration between the parties as the buyer will inevitably need the sellers’ expertise and input when approaching the re-tendering process.
Helen Wong said “I am really pleased for Frank and Paul on the sale of their dental practice and their step closer to retirement. The re-tendering process for the PDS contract has been a huge upheaval for the dental world given it has thrown up so much uncertainty and has potentially impacted dental transactions which involve a PDS contract. In this instance, we were able to agree a fair deal for both parties and carefully plan and negotiate a clear path out of practice for our clients. We wish both Frank and Paul all the best with their well-deserved semi-retirement. We would also welcome advising other dental practitioners holding GDS contracts on this potential minefield.”
Paul Stirrup has kindly given a testimonial to Helen Wong saying “Thank you for your excellent advice, guidance and support during the sale of our practice. Your friendly approach, availability and understanding throughout the whole process enabled me to relax in the knowledge that you were always acting in our best interests with the minimum of fuss. Having recently completed a very lengthy and stressful sale of another practice using a different solicitor, your calm and reassuring approach resulted in a much more efficient and pleasurable experience. I would not hesitate to recommend your services to family, friends and fellow professionals. Thank you once again for the excellent service.”
The Setfords dental specialist team is led by Helen Wong MBE (corporate) and Jonathan Senior (property).