Legal Help in Buying A Restaurant

by: Peter Cusimano
Business Lawyer - Barrister &  Solicitor

If you are planning to buy a restaurant, there are several legal issues that you need to deal with.

Some issues include:

• Franchise or Private operation - if the restaurant is a franchise, you will need to obtain a copy of the franchise agreement and address any issues with the franchisor
• Offer to purchase document - Often times the use of a basic offer to purchase is not sufficient to protect the buyer and as such I generally recommend not using an offer to purchase that has been either pre-printed on a form or provided to you by an agent or non-lawyer
• Purchase and sale agreement - a purchase and sale agreement will need to be prepared. It is not generally recommended that you use a basic purchase and sale agreement that has been either pre-printed on a form or provided to you by an agent or non-lawyer
• Lease review and assignment - sometimes you may want to make changes to the lease, or there are terms in the lease that place on your obligations or risks that you were not aware of or that you would prefer not to assume
• Searches against the Business - a lawyer will conducts certain searches against the business to assess if there are any special problems that require attention such as whether there are any lawsuits against the restaurant
• Assignment of Liquor License - the liquor license will need to be transferred.
• Employee matters - employee issues can become complex and without proper advice you may be assuming unexpected risks that could result in significant liability to you after you have purchased the business in the event you have to terminate the employment of an employee whose employee you continued as part of the purchase.
• Co-ordination with other professionals. Often times, there will need to be discussions with your accountant and banker, and other professionals.
• Other issues: There are several other issues that will need to be considered including the continued use of the restaurant's name, transfer of the telephone number, continuation of any telephone book listings, transfer of restaurant's website

If you are contemplating buying a restaurant, please feel free to contact me to discuss the legal aspects of the transaction and the legal assistance that I can provide to you.

What's Involved in Selling My Dental Practice?

by: Peter Cusimano
Lawyer - Barrister & Solicitor

Selling your dental practice will involve numerous steps to be properly completed. In order to ensure a smooth transition and to avoid any delays or unexpected problems, it is advisable to engage the services of a lawyer to assist with the legal aspects of the sale of your dental practice.

Some of the legal steps involved will include:

1. co-ordination with the lawyer for the purchaser
2. if you have a dentistry professional corporation, ensuring the corporation's minute book and records are up to date
3. reviewing and assisting in the preparation of a proposed Letter of Intent
4. reviewing and assisting in the preparation and finalization of the Agreement of Purchase and Sale
5. preparation certain documents that will be required to be given to the purchaser on the completion of the sale
6. dealing with certain issues such as Associate Dentists and staff
7. addressing any issues such as the removal/discharge of any liens that have been registered by equipment financing companies, banks, or other third party lenders
8. obtaining an assignment/transfer of the lease for the premises where the practice is located
9. ensuring the purchaser files any documents that are required to be filed after the completion of the transaction (such as updating of corporation's official records filed with the government if required, or changing the name of a dentistry professional corporation if required)
10. dealing with any matters that are to be dealt with after the completion date

In addition, your lawyer will also need to be in contact with various parties including:

1. the lawyer for the purchaser
2. the dental practice broker
3. your banker
4. your accountant
5. your landlord
6. your insurance broker
7. other third parties as required

In my law practice, I deal with dentists on a regular basis. If you are contemplating selling your dental practice, please feel free to contact me to discuss your dental practice.