Tips for Negotiating Real Estate Terms in Medical Practice Sales

Tips for Negotiating Real Estate Terms in Medical Practice Sales

Tips for Negotiating Real Estate Terms in Medical Practice Sales


Medical practice sales are intricate transactions that involve numerous considerations, one of the most critical being the negotiation of real estate terms. Whether you are the seller or the buyer in a medical practice sale, understanding how to navigate real estate negotiations is essential to ensure a smooth and successful transition. In this blog post, we will provide valuable tips for negotiating real estate terms in medical practice sales, shedding light on the key factors that can impact the transaction’s outcome.

1. Early Assessment of Real Estate Value

Before entering into negotiations, it’s essential to conduct an early assessment of the real estate’s value associated with the medical practice. This assessment should include a thorough evaluation of the property, considering factors such as location, condition, market trends, and potential for future growth. Both the seller and the buyer should have a clear understanding of the property’s worth to establish a fair and realistic starting point for negotiations.

For sellers, knowing the value of their real estate can help them set an appropriate asking price for the entire practice, which includes both the medical practice assets and the real property. Buyers, on the other hand, can use this information to determine whether the real estate investment aligns with their financial goals and the overall practice acquisition.

2. Lease Terms and Leasehold Improvements

In many medical practice sales, the buyer may need to negotiate the terms of the lease for the practice’s office space. If the practice is leasing the property, it’s crucial to review the lease terms and consider whether they align with the buyer’s business plans. Key lease terms to focus on include:

Lease Duration: Assess the remaining lease duration and consider whether it aligns with the buyer’s long-term goals for the practice.

Rent and Escalation Clauses: Negotiate rent amounts, frequency, and any annual escalation clauses to ensure they are reasonable and sustainable.

Renewal Options: Evaluate whether the lease includes renewal options that allow the buyer to extend the lease at a predetermined rate.

Additionally, the buyer may want to discuss potential leasehold improvements with the seller. These improvements can include modifications to the office space to accommodate the buyer’s specific needs. Negotiating leasehold improvements should be a collaborative effort that considers the costs, responsibilities, and timelines involved.

3. Due Diligence on the Real Estate

Due diligence is a critical aspect of any medical practice sale, especially concerning the real estate involved. Both buyers and sellers should conduct thorough due diligence to assess the condition and legal aspects of the property. Key areas of focus include:

Property Inspections: Arrange for property inspections to identify any issues or necessary repairs. This can help avoid post-sale surprises and disputes.

Environmental Assessments: Depending on the property’s history and location, environmental assessments may be necessary to uncover potential environmental liabilities or contamination concerns.

Zoning and Land Use: Ensure that the property is zoned appropriately for medical use and that there are no land use restrictions that could impact the buyer’s intended use of the property.

Title and Legal Issues: Review title documents and conduct a title search to identify any existing liens, encumbrances, or legal challenges associated with the property.

Thorough due diligence is a proactive measure that allows both parties to address any issues or concerns before they become deal-breakers.

4. Negotiating Purchase and Sale Agreement Terms

The purchase and sale agreement (PSA) is a critical document that outlines the terms and conditions of the medical practice sale, including the real estate component. When negotiating the PSA, consider the following:

Purchase Price Allocation: Determine how the purchase price will be allocated between the practice assets and the real estate. This allocation can have tax implications for both the buyer and the seller.

Contingencies: Include contingencies in the PSA that allow for the resolution of any outstanding issues identified during due diligence, such as repairs, environmental concerns, or title disputes.

Closing Date and Timing: Negotiate the closing date and timing of the transaction to ensure that both parties have sufficient time to meet their respective obligations.

Earnest Money Deposit: Establish the amount of the earnest money deposit, which serves as a good-faith deposit to secure the transaction.

Seller’s Representations and Warranties: Specify the representations and warranties made by the seller regarding the condition of the real estate and the practice.

Financing and Funding: Clarify the buyer’s financing arrangements and the source of funds for the purchase, especially if loans or third-party financing are involved.

Defaults and Remedies: Define the consequences of default by either party and the remedies available in case of a breach of the agreement.

Negotiating the PSA is a crucial step in the process, and both parties should have legal counsel experienced in medical practice sales to guide them through this stage.

5. Flexibility and Collaboration

Successful negotiations in medical practice sales require flexibility and collaboration between the parties involved. While it’s essential to protect your interests, maintaining open lines of communication and a willingness to find mutually beneficial solutions can lead to smoother negotiations.

Consider engaging legal experts who specialize in healthcare and real estate law to facilitate negotiations. Their experience and expertise can help identify potential issues, propose creative solutions, and ensure that the real estate terms align with the broader goals of the practice sale.


Negotiating real estate terms in medical practice sales is a multifaceted process that requires careful consideration and expertise. Both sellers and buyers should be proactive in assessing the real estate’s value, conducting due diligence, and negotiating the terms of the lease or purchase and sale agreement.

At Real Estate Law Corporation, our team of experienced attorneys specializes in healthcare and real estate law and can provide expert guidance throughout the negotiation process. By following these tips and working with legal professionals, you can navigate the complexities of real estate negotiations in medical practice sales with confidence, ensuring a successful and legally sound transition.

Whether you’re a property owner, investor, or business owner, Real Estate Law Corporation™ is your trusted partner on the path to legal success. Contact us today to embark on a journey of exceptional legal support. Our team of seasoned attorneys brings decades of experience to every case, demonstrating a profound understanding of real estate law, transactions, litigation, business intricacies, and estate planning. With a proven record of success, our portfolio is adorned with numerous landmark cases that stand as a testament to our dedication, expertise, and commitment to achieving favorable outcomes for our clients.