jacobs-legal

Principal vs. Associate-Led Dental Practices: A Financial Analysis

Fri, 20 Sep 2024 14:33:00 GMT

Understanding the Leadership Structure
The leadership structure of a dental practice can significantly impact its financial performance. There are two primary models: Principal-led and Associate-led.

Principal-led:

In this model, the principal dentist owns and operates the practice, assuming full financial and management responsibility.

Associate-led:

Here, the dentist is a self-employed contractor to the practice, the principal dentist having the responsibility to provide patients and where necessary, to offer assistance and advice.

Financial Implications

Income Distribution:

Principal-led: The principal dentist retains all profits after expenses, potentially leading to higher income but also greater financial risk.
Associate-led : Associates receive a percentage of the fees that they generate as income, providing more financial stability but limiting earning potential.

Overhead Costs:

Principal-led: The principal dentist is responsible for all overhead costs, which can be substantial.

Associate-led: The Associate is responsible for a share of the lab expenses that they generate

Debt and Risk:

Principal-led: The principal dentist is personally liable for any debts or financial obligations incurred by the practice.
Associate-led: The associate is not responsible for the practice’s debts and liabilities.

Succession Planning:

Principal-led: Succession planning can be more complex, as the principal dentist must find a suitable successor or sell the practice.

Associate-led: Succession planning can be easier, as associates may have an option to purchase the practice or continue working under new ownership.

Financial Considerations

When evaluating the financial implications of a Principal vs. Associate-led practice, consider the following factors:

Personal financial goals: Are you seeking higher income potential or a more stable income stream?

Risk tolerance: How comfortable are you with assuming personal financial risk?
Long-term goals: What are your plans for the future of your dental career?

Local market trends: Are there any trends that favour one model over the other in your opinion and experience?

Conclusion
The choice between a Principal-led or Associate-led dental practice sale and purchase depends on your individual circumstances and financial goals. By carefully considering the financial implications of each model, you can make an informed decision that aligns with your professional aspirations and long-term success.

Feel free to contact us for more help and advice.

Purchase Completed in York

Mon, 19 Aug 2024 09:25:04 GMT

Congratulations to Joanne Nurse on the acquisition of a share in Adventurers Day Nursery in York.

Joanne now becomes co-owner of the nursery with Helen Nurse.

Many thanks to everyone involved in the transaction, especially Amardeep Nangla for his work done on the property side and all those at Barclays Bank who helped facilitate this transaction.

All at Jacobs Legal wish Helen and Joanne all the best for the future and much success in the years to come.

Your Guide to Wills & Probate - Services Offered by Jacobs Legal

Tue, 02 Jul 2024 14:33:10 GMT

Jacobs Legal Wills and Probate team are here to help you navigate the legal aspects of planning for the future and managing estates.

We offer expert advice on a wide range of matters, ensuring your wishes are carried out and your loved ones are protected.

Obtaining a Grant of Probate:

This legal document grants authority to administer the estate of a deceased person. Our team can guide you through the application process and ensure it's completed efficiently.

Dealing with Legacies to Minors:

Leaving assets to a minor requires careful planning. We can advise on setting up trusts or other arrangements to ensure the inheritance is managed responsibly until the minor reaches adulthood.

Protecting Assets:

We can help you develop strategies to protect your assets from potential creditors and minimise the impact of inheritance tax on your estate.

Will Disputes (Litigation):

Unfortunately, disagreements regarding wills can arise. Our experienced Dispute Resolution Solicitors can provide legal representation if a will is contested.

By planning ahead and seeking professional legal guidance, you can ensure your estate is handled smoothly and your wishes are respected.

Jacobs Legal are here to support you through every step of the process. Contact jacobs solicitor today on info@jacobs-legal.co.uk or 07776 132339 to schedule a consultation and discuss your specific needs.

Navigating the Maze: A Step-by-Step Guide to Selling Your Dental Practice

Tue, 02 Jul 2024 14:22:20 GMT

Selling your dental practice can be a complex but rewarding process. At Jacobs Legal , we understand the importance of clear guidance during this exciting transition.

Here's a breakdown of the key steps involved:

Finding the right Buyer/Seller:

This initial stage involves connecting with potential buyers (if you're selling) or qualified sellers (if you're buying). This could involve working with a dental broker or advertising the practice directly.

Heads of Terms:

Once you've identified a suitable match, you'll you may decide with the other side to outline the broad terms of the deal in a "Heads of Terms" document. Alternatively, the broker might prepare these for you. This covers key aspects like purchase price, timelines, any deposit that the broker may require and any contingencies.

Due Diligence:

Here, the Buyer will delve deeper into the details of the business. Buyers will meticulously examine the practice's financial records, contracts, and equipment to ensure they understand what they're buying. Sellers should expect to provide all relevant documentation.

Negotiating the Asset or Share Purchase Agreement:

This legal document outlines the specifics of the sale, covering everything from the purchase price and payment terms to warranties and post-sale restrictions. A dental lawyer is crucial in ensuring a fair and comprehensive agreement.

Negotiating the Property Contract:

If the practice owns or leases the building it operates from, a separate property sales agreement or lease contract will be negotiated. This involves issues like title, warranties, and potential renovations.

Transfer of Assets/Shares and Property:

Once all agreements are finalised, the ownership of the practice (assets or shares) and the property (if applicable) is officially transferred to the buyer.

Completion of the Transaction:

This stage marks the formal closing of the sale. All monies are exchanged, legal documents are signed, and ownership is transferred.

Registration:

Depending on the practice structure, there may be final registration requirements to ensure the ownership change is reflected in official records.

Jacobs Legal can guide you through every step of the dental practice sale process, protecting your interests and ensuring a smooth and successful transaction. Contact us today on info@jacobs-legal.co.uk or 07776 132339 to schedule a consultation.

Jacobs Legal helping you with Wills & Probate matters

Tue, 02 Jul 2024 14:06:44 GMT

Your Guide to Wills & Probate:

Jacobs Legal are here to help you navigate the legal aspects of planning for the future and managing estates. We offer expert advice on a wide range of matters, ensuring your wishes are carried out and your loved ones are protected.

Obtaining a Grant of Probate:

This legal document grants authority to administer the estate of a deceased person. Our team can guide you through the application process and ensure it's completed efficiently.

Taxation Advice for Beneficiaries:

Inheriting assets can have tax implications. We can advise beneficiaries on their tax liabilities and help them navigate any tax complexities.

Dealing with Legacies to Minors:

Leaving assets to a minor requires careful planning. We can advise on setting up trusts or other arrangements to ensure the inheritance is managed responsibly until the minor reaches adulthood.

Protecting Assets:

Jacob solicitors can help you develop strategies to protect your assets from potential creditors and minimize the impact of inheritance tax on your estate.

Will Disputes (Litigation):

Unfortunately, disagreements regarding wills can arise. Our experienced solicitors can provide legal representation if a will is contested.

By planning ahead and seeking professional legal guidance, you can ensure your estate is handled smoothly and your wishes are respected.

Jacobs Legal Wills and Probate Solicitors are here to support you through every step of the process. Contact us today to schedule a consultation and discuss your specific needs.

Why Your Dental Partnership Needs an Agreement

Tue, 02 Jul 2024 14:03:40 GMT

Congratulations! You've decided to join forces with a fellow dental professional and open a practice together. An exciting venture, but before you start scheduling patients, a crucial step is establishing a strong partnership agreement.

Here at Jacobs Legal dental solicitors , we understand the importance of clear communication and defined roles within a dental partnership.

Benefits of a Partnership Agreement:

Clarity & Transparency: A well-drafted agreement outlines the rights, responsibilities, and financial arrangements of each partner. This clarity prevents confusion and potential disputes down the line.
Defined Roles & Decision-Making: The agreement specifies areas of responsibility for each partner, ensuring everyone understands their role and how decisions are made within the practice.
Financial Structure: The agreement clearly outlines profit and loss sharing, capital contributions, and how expenses will be handled. This avoids financial disagreements in the future.
Conflict Resolution: The agreement can establish a framework for resolving any conflicts that may arise between partners, minimizing disruption to the practice.
Exit Strategy: An exit strategy clearly defines what happens if a partner wishes to leave the practice, protecting both parties and ensuring a smooth transition.

Key Considerations in Your Agreement:

Partnership Type: There are different partnership structures (e.g., profit-sharing, expense-sharing). Choose the one that best suits your situation and clearly define it in the agreement.
Financial Contributions & Ownership: Specify how initial investments and ongoing financial contributions will be handled, along with ownership percentages.
Management & Responsibilities: Outline each partner's responsibilities in areas like clinical practice, marketing, staffing, and administration.
Decision-Making: Define voting rights and how major decisions will be made within the partnership.
Dispute Resolution: Establish a process for resolving disagreements between partners, such as mediation or arbitration.
Exit Strategy: Detail the process for a partner's withdrawal, including buy-out options and valuation methods.

Don't Go It Alone:

A dental lawyer specialising in partnership agreements can guide you through the process, ensuring a comprehensive and legally sound document that protects your interests and fosters a successful partnership.

By investing in a strong partnership agreement, you and your colleagues can build a secure foundation for your dental practice, allowing you to focus on what matters most - providing excellent patient care.

Jacobs Legal is here to help you craft a partnership agreement that safeguards your dental practice and sets you on the path to success.

IR35 and what it means for you

Fri, 14 Jun 2024 06:56:47 GMT

Since 6th April 2023, 'dental associates' may not satisfy the classification of self-employed, under tax IR35 legislation.

Practices are now obliged to consider whether IR35 applies to their engagements with personal service companies. This means that an associate or hygienist no longer determines their own IR35 status, and the principal who hired them will be the deciding authority instead.

The corporate dental groups rely on the status of associates to be self-employed. If upon HMRC scrutinising an associate’s status, they are unable to show that they are self-employed, they will be reclassified as employees and will no longer qualify for tax relief on expenses and other benefits which only apply to self-employed contractors.

If an associate dentist or hygienist is deemed an employee, the practice will pay Class 1 National Insurance contributions and provide benefits to their ‘employees’ which will be costlier than the lower rate Class 2/4 national contributions for self-employed associates.

If HMRC decides that an associate is an employee, it is the owner of the practice – the ‘principal’ – who will be charged with the unpaid PAYE and employer’s National Insurance contributions.

It is therefore extremely important to look carefully at associate and hygienist agreements. In the case where an associate is deemed to be an employee, there will need to be a contractual indemnity clause in relation to tax in favour of the principal, so the principal can recover this tax liability from the associate or hygienist.

If you require advice on this, please contact us or call Settlement Agreement Solicitors on 0161 792 8142 or email Jonathan directly at info@jacobs-legal.co.uk

Celebrating 3 years with Nexa

Tue, 09 Apr 2024 18:31:08 GMT

GDC -v- Williams

Fri, 09 Jun 2023 04:57:50 GMT

GDC -v- Williams

There is a need for clearer NHS regulation on mixing NHS and private charges as, the assumption that mixing was prohibited is wrong.

This case brings to the fore issues concerning professional regulation in dentistry, the conduct of the GDC and the legal teams that both pursue and defend registrants.

Mixing NHS and private charges

The common practice was that the 2006 NHS regulations prohibited this. At the first appeal hearing, the Judge found there was no such prohibition, and contrary to ongoing GDC and expert witness claims, three further Appeal Court judges agreed with him.

In practice, despite the regulations, an ethical doubt has existed when restricting what a dentist and patient can agree on between themselves.

The Court was of the view that prohibiting the mixing of NHS and private treatment served to restrict patients accessing their NHS entitlement and resulting in a much costlier option, to go fully private.

The Judges felt that the patient’s freedom of choice had not been taken into account. In the case, the patient had not been forced to accept a private crown. They had chosen to go down this route.

As long as there is a full and detailed explanation by the dentist of the different types of treatment and the associated charges, there is no ethical reason to oppose mixing.

The regulatory process

To reassure the public and maintain trust, professionals are subject to regulation. Regulation should be aligned to risk and regularly updated. Registrants foot the bill for regulation through their annual retention fee (ARF).

GDC -v- Williams concerned an inexperienced dentist, who went through a 27 day GDC hearing during which there were 94 charges raised relating to 15 patients.

21 of the charges related to failings in patient communication, 16 to record keeping omissions,

15 to NHS claims which include the mixing of fees issue and 17 to dishonesty or lack of integrity.

5 charges concerned working relationships with staff and a hygienist.

The most serious clinical charges were the failure to diagnose caries on 3 occasions and performing an unnecessary root canal treatment.

Many of the charges were admitted, however, the GDC did not offer any opportunity to remediate and the ultimate sanction of erasure was applied. As the erasure was predicated on findings of dishonesty relating to the mixing of fees this became an important part of the appeals.

As well as contradicting the ‘expert’ witness view on mixing fees the Judge also had some things to say about the conduct of the GDC and the legal teams in attendance.

1. The appellant admitted that she did not check the regulations. Albeit the PCC said that this was inadequate on the part of the dentist, they too did not look to the regulations or the practice’s GDS contract.

2. The sanction of erasure was disproportionate and unnecessary. Suspension would have been enough for a young and repentant dentist.

3. It was extraordinary that the PCC did not consider documents (the regulations and GDS contract) that were critical to the case and on that basis, no finding of dishonesty should have been made.

Compassionate understanding

Four judges concluded that the manner in which the PCC handled this matter was unduly harsh and that erasure was not an appropriate punishment.

For those who have been alleging that the GDC is out of touch and far too aggressive, and confrontational, this case illustrates that approach.

Going forward the GDC must have a more compassionate understanding of how harsh, unremitting regulation affects registrants and a recognition that complainants weaponise a patient’s grievance against a dentist, resulting in the GDC becoming part of that process.

In short, the GDC’s current approach needs review.

Working Through An Umbrella Company

Thu, 13 Apr 2023 18:27:27 GMT

Working Through An Umbrella Company

The off-payroll working rules are unlikely to apply if you are employed by an umbrella company.

What happens if the rules apply?

The party responsible for applying the rules must determine whether the worker is employed for tax purposes. You can use the check employment status for tax (CEST) tool to help you make this determination.

A worker’s employment status for tax determines the taxes the worker and the deemed employer need to pay, depending on whether a worker is determined as employed or self-employed.

The off-payroll working rules apply on a contract-by-contract basis. A worker may have some contracts which are within the off-payroll working rules and some which are not. A contract for the purpose of the off-payroll working rules is a written, verbal, or implied agreement between parties.

If the rules apply, the client is responsible for determining the worker’s employment status for tax, and they should produce a status determination statement (SDS) including the reasons for their determination.

If the worker is deemed to be employed for tax purposes, the deemed employer must deduct Income Tax and employee National Insurance contributions from fees paid to the worker’s intermediary. Employer National Insurance contributions and Apprenticeship Levy, if applicable, must be paid to HMRC by the deemed employer.

DENTISTRY AND IR35 | Jacobs Legal

Tue, 04 Apr 2023 20:13:10 GMT

DENTISTRY AND IR35

Jonathan Jacobs, specialist dental solicitor at Nexa Law, looks at the implications for IR35 on the dental profession.

IR35 has been around since 2017 and only now is it to apply to the dental profession. In order to appreciate the implications for dentists, it is first necessary to have a quick run through the principles laid down by HMRC.

The off-payroll working rules

The off-payroll working rules make sure that a worker (sometimes known as a contractor) pays broadly the same Income Tax and National Insurance as an employee would.

The rules apply if the worker who provides services to a client through their own intermediary would have been an employee if they were providing their services directly to that client.

Who the rules apply to

You may be affected by these rules if you are:

a worker who provides their services through their own intermediary to a client
a client who receives services from a worker through their intermediary
an agency or other supplier providing workers’ services through their intermediary

The client is the person who is or will be receiving the services of a worker.

A worker affected by the rules may provide their services through:

a limited company, usually known as a personal service company (PSC)
a partnership
another individual

A PSC is not defined in law but typically is a limited company that a worker controls and has some interest in, through which the worker provides their services.

When the rules apply

The off-payroll working rules apply if a worker provides their services through their own intermediary (usually a limited company, often known as a PSC).

The person responsible for determining whether the worker is employed for tax purposes, depends on if the client is:

in the public sector
in the private and voluntary sectors
is a small business

In most cases, the client will be responsible for determining the employment status of the worker. However, if a worker provides services to a small client outside the public sector, the worker’s intermediary is responsible for deciding the worker’s employment status and if the rules apply.

The difference between a contract and a deed

Mon, 06 Mar 2023 13:06:09 GMT

The difference between a contract and a deed

As a dentist, it is important to understand the difference between a contract and a deed. Both of these documents are commonly used in the dental industry.

We will explore the differences between a contract and a deed, including their purpose, legal requirements, and key features.

What is a Contract?

A contract is a legally binding agreement between two or more parties that outlines the terms and conditions of a transaction or business relationship.

In the dental industry, contracts are often used to establish agreements between dental practices and their patients, employees, vendors, or partners.

To be legally binding, a contract must meet certain requirements, including:

Offer and Acceptance:

A contract must involve an offer by one party and an acceptance of that offer by another party.

Consideration:

A contract must involve some form of consideration, which is typically money but can also include goods, services, or other forms of value.

Legal Capacity:

The parties entering into a contract must have the legal capacity to do so, meaning they must be of legal age and not under any legal disability.

Mutual Assent:

The parties entering into a contract must have a mutual understanding of the terms and conditions of the agreement.

Legal Purpose:

A contract must have a legal purpose and cannot involve any illegal activities or actions.

What is a Deed?

A deed is a legal document used to transfer ownership of property or other assets from one party to another.

In the dental industry, deeds are often used to transfer ownership of dental practices, equipment, or real estate.

To be legally binding, a deed must meet certain requirements, including:

Written:

A deed must be in writing and signed by the party transferring the property, also known as the grantor.

Delivery:

The grantor must deliver the deed to the party receiving the property, also known as the grantee.

Acceptance:

The grantee must accept the deed in order for the transfer of ownership to be legally binding.

Legal Capacity:

The parties entering into the deed must have the legal capacity to do so, meaning they must be of legal age and not under any legal disability.

Legal Purpose:

A deed must have a legal purpose and cannot involve any illegal activities or actions.

Key Differences between a Contract and a Deed

While contracts and deeds share some similarities, they also have some key differences that are important to understand.

Here are some of the main differences between contracts and deeds:

Purpose:

Contracts are used to establish agreements between parties, while deeds are used to transfer ownership of property.

Legal Requirements:

While both contracts and deeds must meet certain legal requirements to be enforceable, the requirements for deeds are typically more strict.

Signatures:

While contracts require signatures from all parties involved, deeds only require the signature of the party transferring the property.

Delivery:

Deeds require delivery of the document to be legally binding, while contracts do not.

Conclusion:

As a dentist, it is important to understand the differences between contracts and deeds.

For more information or to arrange a chat with us, please contact us here

HMRC and associate self-employment

Mon, 20 Feb 2023 19:11:08 GMT

HMRC and associate self-employment

HM Revenue and Customs (HMRC) is due to change an important long-standing piece of advice from April 2023. HMRC has for many years accepted that associate dentists are almost always self-employed. Its guidance has included mention of the BDA associate agreement in its employment status manual, but as of April, this paragraph will be withdrawn.

The withdrawal of this guidance will have no impact on the self-employed status of individual associate dentists. HMRC has said that this is a change to their guidance, not a change to the self-employed status of associates. They have simply stopped referring to third party advice in their own guidance. Legal experts in the dental sector also believe that the change in guidance will have minimal impact. Furthermore, HMRC will not be using the withdrawal of the guidance as a reason to open retrospective enquiries into periods prior to 6 April 2023.

When HMRC announced its decision to amend its guidance, Jolyon Maugham was asked to advise on the implications and you can find his advice in this short video.

It is nevertheless vital that practice owners and associates are prepared for the different HMRC approach, which means being aware of the issue and understanding what factors make an associate employed, and those that lean towards self-employment. HMRC will no longer simply accept that an associate is self-employed if engaged on a BDA contract and the terms are being followed. The practice owner will need to demonstrate self-employment for both new and existing associates using the normal status tests, usually via HMRC's Check Employment Status for Tax (CEST) tool (other tools are available and may be used).

This change in HMRC's approach shouldn't be a cause for concern but should be used as an opportunity to review whether practices are taking the right approach. Practice owners and associates should all familiarise themselves with the factors that determine self-employment in the CEST test,

Practice Owners should make sure they are using up-to-date model associate agreement that accurately reflect the working relationships.

Clearly, it is vitally important that the contract between you and your associate is legally correct. Whether you are a Principal or an associate, If you wish your current contract to be reviewed, we at Jacobs Legal are here to help. Please contact us at info@jacobs-legal.co.uk or on 07776 132339 for an informal discussion

Content from https://www.bda.org

Is there to be NHS Dental reform?

Fri, 10 Feb 2023 21:00:47 GMT

Is there to be NHS Dental reform?

The current NHS contract has been around for 16 years. We were promised an update in 2013 but it never came. We have seen pilot and prototype contracts tried out and fail.

What now for NHS dentistry in England?

The healthcare team at Nexa Law are seeing a departure from what was, pre-pandemic, a guaranteed income from the NHS contract to private practice.

The current UDA system is no longer fit for purpose and practitioners are tired of being beholden to producing numbers of treatments rather than high quality dentistry.

The goodwill in an NHS contract is no longer seen as valuable as it was to many dentists and some are quite happy to hand the contract back.

Whilst some dentists still remain committed to the NHS, recruiting associates who want a career in it is becoming increasingly difficult.

The same applies to dental nurses. Recruiting experienced nurses into the NHS is no longer as easy as it once was. Consequently, costs are rising and the profit margins within the NHS are restrictive.

These together are driving dentists out of the NHS and into the private sector where the pressures of UDAs are an irrelevance enabling high quality preventative dentistry to take the place of conveyor belt NHS work.

The cost-of-living crisis is a political hot potato affecting all areas of business. If a practice surrenders its NHS contract that might enable the Area Team to redistribute funding and increase accessibility to NHS dentists, many of whom are unable to take on new patients currently.

Some element of dentistry will need to remain in the NHS. There is talk of a hybrid system as a half-way house between the system we currently have and one which is 100% private.

Many practitioners believe dentistry to be the “poor relation” of the NHS. Changes are coming but as yet the uncertainty is not allowing them to plan for the future.

Thank you for reading, I hope you enjoyed it.

If you found value in it, please like and share.

To book a consultation to discuss your needs, click here .

For further information on how we can help you and the dental lawyer services we offer.

Thanks once again,

Jonathan

Danger Of Incorporating Practices | Jacobs Legal

Sat, 21 Jan 2023 10:06:25 GMT

INCORPORATING A PRACTICE - HOW TO GET IT RIGHT

It is not part of a dentist’s practice to understand the intricacies of incorporating a small business, which you may well be undertaking on the advice of your accountant, who may not be dentally experienced themselves.

An incorporation which is not properly and professionally considered can result in significant problems for the dental practitioner should things go wrong.

The dental practice world for a long time now has been populated by large corporate bodies and the number of these organisations is rising, but there will remain those dentists who wish to remain independent and may seek to incorporate their business. Equally so, there will be those practices that have already incorporated where the procedures followed were “flawed”.

A “flawed incorporation” can be compounded over time as the business grows. It is therefore, essential that the incorporation is handled correctly at the outset.

A common problem arises with NHS practices. A GDS contract cannot be incorporated without the consent of NHS England. Those practices that seek to incorporate without such consent will not have a contract in the name of the new company and whilst day to day, the treatment offered will not change, when it comes to a change in practice ownership, the faults will come to light.

There are fundamental changes to consider when incorporating a practice. All the assets will transfer to the company. However, the largest asset, which invariably will be the GDS contract is not owned by the individual and therefore, without NHS England’s permission, cannot be transferred. Thus, if consent is not obtained, that would amount to a fundamental breach of the GDS contract which could result in the NHS terminating it.

The NHS contract will be the principal source of income for many practices. If the GDS contract is not properly incorporated, then when it comes to disposal of the practice, the major asset will not belong to the shareholders and will be in effect worthless and unsaleable. The company would be of little value and the prospect of disincorporation could have serious consequences.

Another common failure is to overlook notifying the lender of the intended incorporation. It is likely to be a condition of the bank loan that they are advised of any material change to the business and such a fundamental change could render the loan voidable.

If a practice comes to market, it will be the Buyer’s task to fully investigate the company and ensure that proper procedures were followed when incorporation took place. If that proves not to be the case, it will have the adverse effect of substantially reducing the price or causing the deal to abort. Inevitably, it will lead to significant delays in the timetable.

Additionally you should not overlook the HMRC position. Any irregularities in the procedure may well attract the interest of HMRC and result in a tax investigation which can prove expensive and lengthy. Such may put off a potential purchaser.

It is therefore, easy to see how there can be serious problems if procedures are not followed correctly. It is only when the practice is put up for sale that these problems manifest and at that stage, it may be too late to avoid the consequences referred to above.

We appreciate and understand that dentists are primarily concerned with the delivery of professional dental care and are reliant on others to take care of their financial and legal needs. Attention to detail is as important in the legal world as it is in the dental space and Jacobs Legal prides itself on delivering business efficiency for all of its customers.

If you would like an assessment of your needs please contact Jonathan Jacobs at Jacobs Legal on info@jacobs-legal.co.uk and request a consultation .

2022 - A busy year for Jacobs Legal!

Mon, 19 Dec 2022 14:33:16 GMT

2022 - A BUSY YEAR FOR JACOBS LEGAL

2022 has been a year in which dentistry has attempted to return to normal – whatever the “new normal” will be.

After 2 years of a pandemic which has had a massive impact on the way in which the profession now operates, we are still very unsure as to how the future of NHS dentistry looks.

Throughout the last 12 months, Jacobs Legal has continued to keep busy in what continues to be an extremely competitive market. Having had a presence on social media for some time, we felt that it was time for a website to enable potential customers to find out more about the team, what all of us do and what services we can offer.

Being on social media without a website results in those wanting to find out more about JL disappointed and therefore, in April 2022 our fully functioning site went live and is continually being developed.

We have been instructed on over 30 matters this year , transactional and contentious and a selection of these now appear on the Case Studies page on our website.

We are delighted that our clients have provided us with excellent reviews on Google which is the icing on the cake.

Christmas is upon us and as the New Year approaches, it is a time to reflect upon what has been achieved this year and what we will continue to provide going forward.

May we take this opportunity to wish all our clients a peaceful Christmas and a Happy New Year and we look forward to seeing you in 2023!

Non-Delegable Duty Of Care Vicarious Liability | Jacobs Legal

Mon, 08 Aug 2022 07:33:48 GMT

Vicarious Liability and Non-delegable Duty of Care

Following the recent appeal in the case of Hughes -v- Rattan, the indemnity market has had to act to reduce the prospect of a successful claim against practice owners for vicarious liability and non-delegable duty of care.

In the Hughes case, the salient points were as follows: -

a) Dr Rattan never treated Mrs Hughes;

b) Her treatment was provided by associates at his former practice;

c) The associates were willing to engage in the claim but Mrs Hughes was advised only to pursue the practice for damages in both vicarious liability and non-delegable duty of care;

d) The associates had freedom to work as they chose in Dr Rattan’s practice.

The Court of Appeal held that Dr Rattan was not vicariously liable for the actions of the associates but concurred with the High Court that as Mrs Hughes was under the care of Dr Rattan’s practice, he could not divest himself of the non-delegable duty to protect her from harm caused by dental treatment.

What is the Non-delegable duty of care?

Where the practice owner is assumed to have a personal responsibility to the patient, the duty for the safety of that patient remains with the practice owner regardless of whether associates may have carried out their treatment.

In the Hughes v Rattan case, the FP17 for Mrs Hughes named Dr Rattan as the dentist providing her treatment. Furthermore, she did not receive any other documentation naming the individual dentists, and it was identified that patients were described as ‘patients of the practice’ under the associates’ agreement.

What is Vicarious liability?

Albeit that the relationship between Principal and Associate is based on a sub-contractor arrangement, the courts have been looking to establish a position whereby it is similar to that between an employer and employee dentists, to ascertain whether it could be considered “akin to employment”.

Dr Rattan was not considered vicariously liable for the actions of the associate dentists because of the particular freedoms they had in his practice. However, the judgment does not set a precedent for all other vicarious liability claims.

How to Protect Yourself

This is likely to be a sea-change for the indemnity/insurance industry. There is a need now for Principals to introduce measures to protect themselves against the risks of a claim being made by a patient.

1. Practice leaflets and Website

These should specifically state that all associates are self-employed independent contractors and personally responsible for treatment provided.

2. FP17s

These should now make reference to the treating dentist, whose details should be included alongside the performer number.

3. Correspondence

The patient should be clear from the outset who will be treating them, their position in the practice and any appointments made should include the name of the associate as well as the practice name.

4. Associate contracts

The following clauses should be included: -

a) Responsibility for tax and national insurance;

b) Flexibility to work at other practices;

c) Choice of dental laboratory;

d) Clinical control over their own work;

e) Payment for their own clothing and equipment;

f) Responsibility for their own indemnity/insurance cover.

When an Associate leaves the practice, the Principal should retain contact details and ensure that these are kept up to date. It may be some time after a dentist departs before a claim comes forward and it is important to be able to locate the treating dentist.

If you require assistance on any of the above points, please contact Jonathan Jacobs at Jacobs Legal on info@jacobs-legal.co.uk ; www.jacobs-legal.co.uk

Dental Contract Reform | Jacobs Legal

Thu, 21 Jul 2022 10:24:24 GMT

Dental Contract Reform

Yesterday marked what appeared to be the first attempt to change the way in which NHS dentistry operates in England, since April 2006. The Chief Dental Officer, Sara Hurley has outlined a package of reform, the intention of which is to make it easier for patients to access NHS care and to allow practitioners to allot more time to those of their patients in need of complex dental treatment.

Reform was promised in 2013 and 9 years has passed since then without the mechanism of NHS dentistry being substantially changed. Pilot and prototype contracts have come and gone and perhaps it is only the drastic need for a change to the current system as a result of the pandemic, that has prompted a call to action.

The need for the profession to be supported, for oral health outcomes to be addressed, for NHS dentists to be able to undertake proactive dentistry rather than just reacting to the number of UDAs that they are expected to achieve and to ensure that patients have access to NHS care where it is appropriate are issues that have been in need of attention for some time.

It is perhaps merely a coincidence that these changes have been proposed just as we return to 100% contract activity, this having been slashed as low as 20% in April 2020 and over the course of the last two years, gradually reverted back to pre-pandemic levels.

The events of the last 2 years have not been lost on practitioners and perhaps the CDO is hoping that these proposals, if already far too delayed, might give some comfort to those NHS dentists who were considering moving into the private sector or leaving dentistry completely.

The devil as always, is in the detail and the attached letter from the CDO to the profession outlines the proposals in full.

The intention is to introduce enhanced UDAs to recognise the range of Band 2 treatments; to establish a new minimum UDA value across the whole of the NHS; to enable DCPs to operate using their full skills rather than with the present restrictions; to maximise access to NHS dentistry and to ensure that patients receive the regularity of examinations that their oral health requires.

Implementation is proposed this Autumn.

We can only wait with baited breath to see if that becomes a reality. Past experience would suggest that promises made do not materialise.

NHS dentistry cannot afford for there to be any more delays and whether the measures provide the "root and branch" change that needs to be delivered remains to be seen.

The Importance of a Written Associate Contract: A Principal’s View

Sun, 19 Jun 2022 23:13:19 GMT

The Importance of a Written Associate Contract – A Principal’s View

Don’t’ Get Caught Out!

Content of the blog:

· The relationship between Principal and Associate

· Dentists renting surgery space

· Can Associates retain goodwill

· Should this be part of the valuation of a Dental Practice?

The Relationship between Principal and Associate

There is no doubting that the Principal of a dental practice has a duty of care towards the patients. This goes well beyond the commercial arrangement that a patient has with the practice (whether NHS or private) and reaches far into the professional obligations of all dental practitioners as defined in the Standards for the Dental Team.

A Principal is required to provide their Associate with patients to treat and with staff, equipment and apparatus for them to do their job. The Associate receives a percentage of net fees generated after deduction of expenses.

Dentists renting surgery space

It is not unheard of that a dentist may have a patient list of their own and need a “home” in which to treat them. Surgery space along with nursing capacity can be arranged with the Principal. It is advisable to have a written agreement in place, whether that be a Licence to Occupy or a Lease to provide certainty. The rental payments would cover use of the surgery, nursing and reception (if they are employed by the Principal) and access to the common parts.

Lab expenses can be met by the Dentist or by arrangement with the Principal. Fees generated would otherwise belong to the Dentist.

There should be delineation in a written agreement between the parties to deal with the apportionment of fees and to ensure that the Dentist is not financially at a loss by introducing their own patients to the practice.

Can Dentists retain goodwill?

In practices that engage Associates who solely rely on the Principal for patients, the goodwill sits entirely with the Principal. Where a dentist introduces patients of their own, it is inequitable to suggest that the goodwill generated as a result should wholly be the Principal’s unless there is an agreement to that effect. The time the dentist has taken to build up a rapport and relationship with their patients and the nature of the dentist-patient connection is such a vital component to the continuing relationship of trust and confidence that a patient has in their dentist.

The commercial position should be that in the absence of the dentist agreeing to transfer all of the goodwill in their “practice” to the Principal, that an agreement is prepared evidencing that the goodwill generated from any patients introduced by the dentist remains with the dentist and that the Principal receives a share of fees generated to cover surgery space, staff, equipment etc.

Should the valuation include this?

When a Practice is sold, a valuation takes place before the practice is marketed. Usually, it is the Principal that owns the goodwill and where there is a written contract, that will be referred to. If a situation arises where there are patients that were introduced by another Dentist and the parties have agreed that the goodwill is retained by them, this should be valued separately as a payment will then be due from the Selling Principal to their Dentist on completion. Alternatively, the figure can be excluded from the sale price, particularly, when the Dentist has agreed terms with the Buyer to remain at the practice.

Thank you for reading, I hope you enjoyed it.

If you found value in it, please like and share.

To book a consultation to discuss your needs, click here .

For further information on how we can help you and the dental solicitor services we offer, visit our website.

Thanks once again,

Jonathan

Top 10 tips when thinking about buying a practice

Fri, 27 May 2022 13:17:53 GMT

1. Choose the location carefully because where the practice is situated is a key factor. Research the

competition.

2. Choose the type or practice carefully. NHS only? Private only? Mixed?

3. Do a budget assessment; you should evaluate the costs of running the practice against the

expected income.

4. Consider whether the practice is Principal or Associate led.

5. Negotiate the price with the seller to avoid future disputes.

6. Ensure that the practice is registered with CQC and is NHS compliant (if appropriate).

7. If the premises are subject to a lease, make sure that there is at least 10 years remaining, if not

more. The banks will not lend on short-term leases.

8. Have a marketing plan in place for future development of the practice. The bank may ask to see a

business plan when considering your application for finance.

9. It is beneficial to have a specialist dental accountant and IFA in addition to a solicitor who

understands the profession.

10. Finally, you should think about making or updating your will. Buying a practice is a big financial

commitment and you need provision in place were anything to happen to you.

Top 10 tips when selling your practice

Fri, 27 May 2022 13:15:41 GMT

1. Consider the future value of your business.

2. Do you want to sell or partner up with another dental practice?

3. What are the tax implications of selling the practice – this depends on whether your business is

asset based (sole trader or partnership) or is a limited company (share based)

4. Ensure that you have easy access to all the information and documentation regarding your

business as you will need to produce this for your advisers.

5. Select carefully experienced professionals (solicitor, accountants, IFAs) to assist you with the

process.

6. If you occupy the premises on a lease, make sure you have the consent of your landlord to sell.

7. Seek advice as to the best time to inform your staff that you are selling the business.

8. Be prepared to work with your advisers throughout the negotiation of the price, due diligence and

contract process.

9. Have a timescale in mind by which you wish to achieve your objective.

10. Consider financial planning after you have received the sale proceeds.

Juggling work and personal life | Jacobs Legal

Fri, 20 May 2022 18:06:50 GMT

Juggling work and personal life

Finding a balance between the two is always a challenge. I have a wife and two children; one is at

university and one will go in October 2022. I work from home, so whilst I have a degree of flexibility over

the time spent working, it can be more difficult to “switch off” and not return your computer when you get an

urgent email coming in on your mobile phone.

We now live in a world where it is so easy to be contacted at any time!

Compartmentalising work and personal life are important so I try to have a daily regime. No TV or social

stuff during the working day which is 9.00am – 6.00pm and after that time and at that time, work stops for

the day as it does over the weekend.

The early days of Jonathan Jacobs

Fri, 20 May 2022 18:02:48 GMT

The early days of Jonathan Jacobs

I was born in Leeds and my childhood was similar to many others.

I did “O levels” (as they were then – showing my age!), followed by “A levels” in Chemistry, Physics and Maths, and then onto university to study Law.

Back in the mid 1990’s, training contracts were difficult to come by and I moved to London to train, where I met my wife, a Mancunian and we returned to Northern England.

I have now lived in Manchester for almost as long as I was in Leeds but will always be a Yorkshireman!

How i coped during the Covid Pandemic

Fri, 20 May 2022 17:59:50 GMT

How I coped during the Covid Pandemic

How I coped during the pandemic

It hit us all didn’t it? My practice is split between two areas. The first, sales and purchases of dental practices took a significant drop, particularly as the dental profession was closed down in March 2020 and not allowed to reopen until July 2020. Transactions “fell off a cliff” as the last thing dentists were interested in was buying and selling businesses.

During the early part of the pandemic, I spent a lot of time dealing with associates who were either not being paid properly or at all or in one case, locked out of the practice that they worked at. I also became involved with a dental Facebook group who were attempting to raise a legal challenge against the Government’s decision to close down dentistry, a decision that was not within their remit to do so.

At that time, it became apparent that NHS dentistry would be looked after financially as has been the case but also that the private sector would have to “take care of itself”.

How that pans out going forward remains to be seen but it is clear that there needs to be seismic change in the profession.

Why I got into Dental Law

Fri, 20 May 2022 17:55:16 GMT

From science to dental law!

How and why I became a lawyer

The stock answer to this question, would be to say that “I wanted to help people” but the real reason that I chose to become a solicitor was that I was uncertain what to do with a background in sciences after school.

At that time, joining the medical and allied professions did not “float my boat” but I knew that I wanted to provide advice and support in a professional setting.

My father had run a successful law practice for 50 years and working with him for a short while provided the focus and direction that I needed at the time.

How and why I chose to get into dental law

Having initially been a personal injury solicitor, conducting some, but not many, dental negligence claims; I gained an insight into the workings of the dental profession and decided that working within it would combine my science background with my legal experience.

I wanted to work for the dentists, not against them and was offered a position within a specialist firm, that acted solely for dentists in practice transactions but appreciated my experience in dealing with dispute resolution, which was easily transferrable to the dental sector.

This seemed like an excellent opportunity to move into a specialist field which I entered in 2010 and have

remained in ever since.

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The Importance of a Written Associate Contract: A Principal’s View

The Importance of a Written Associate Contract – A Principal’s View

Don’t’ Get Caught Out!

Content of the blog:

· The relationship between Principal and Associate

· Dentists renting surgery space

· Can Associates retain goodwill

· Should this be part of the valuation of a Dental Practice?

The Relationship between Principal and Associate

A Principal is required to provide their Associate with patients to treat and with staff, equipment and apparatus for them to do their job. The Associate receives a percentage of net fees generated after deduction of expenses.

Dentists renting surgery space

Lab expenses can be met by the Dentist or by arrangement with the Principal. Fees generated would otherwise belong to the Dentist.

There should be delineation in a written agreement between the parties to deal with the apportionment of fees and to ensure that the Dentist is not financially at a loss by introducing their own patients to the practice.

Can Dentists retain goodwill?

Should the valuation include this?

Thank you for reading, I hope you enjoyed it.

If you found value in it, please like and share.

To book a consultation to discuss your needs, click here .

For further information on how we can help you and the dental solicitor services we offer, visit our website.

Thanks once again,

Jonathan

Top 10 tips when thinking about buying a practice

Top 10 tips when selling your practice

Juggling work and personal life | Jacobs Legal

Juggling work and personal life

The early days of Jonathan Jacobs

The early days of Jonathan Jacobs

How i coped during the Covid Pandemic

How I coped during the Covid Pandemic

Why I got into Dental Law

From science to dental law!

HMRC and associate self-employment