Good dayI am an attorney myself but I sp...

Asked by Knagindas on 07-01-2021 12:43:49
Question posted in the General Law category relating to Gauteng

Good day

I am an attorney myself but I specialise in Intellectual Property Law. I am hoping that somebody can assist me with Contract Law, specifically with regard to the sale of a share in a medical practice.

My "client" is a medical doctor and entered into negotiations with another medical doctor (referred to as the "doctor") to acquire 50% share in his medical practice. The conditions were agreed upon and signed by my client and the daughter of the medical doctor, who apparently has power of attorney to act on behalf of the doctor. This was referred to as the Heads of Terms agreement, which was initialled by both parties and there was no signatures, as the agreement did not include lines asking for a signature.

In the Heads of Terms agreement, it is stated that "both parties wish to enter into an agreement, of which the terms and conditions are to be agreed upon, below. Upon such completion, the doctor’s legal counsel will formalize the below terms and conditions into a formal legal contract, which both parties will need to sign. The initial joining fee is R100 000, which is payable immediately, upon signature of the concluded legal contract, into the following bank."

My first question is whether the Heads of Terms agreement is binding on both parties. Furthermore, is the initial joining fee payable upon signature of the agreement or a later legal contract, which was supposed to drawn up and formalized by the doctor's legal counsel.

Subsequent to the above agreement, my client received a "Sublease Incorporating a Resource Sharing Agreement". The terms agreed upon in the Heads of Terms agreement were not included in the subsequent document. My client queried the omission of the agreed upon terms and has not signed this new agreement. However, this new agreement was initialled and signed by the doctor himself (and not his daughter who signed the initial agreement). The subsequent agreement appears to be only a sub-lease of the premises and not a sale of 50% share in the medical practice.

The sublease agreement, does it supersede the original Heads of Terms agreement? By the doctor signing the sublease agreement, is the Head of Terms agreement still valid or is it null and void?

Is it possible for my client to walk away, without any repercussions?

If you would like more information, I will be glad to provide you with same. My client is also prepared to pay for a consultation.

Thank you and I look forward to hearing from you.

Answer to the Question

Posted by Att. Patrick on 07-01-2021 13:04:28

Hi there and thank you for your question,

I am a practicing attorney based in South Africa and I will assist you with your question. Please feel free to ask as many follow up questions in order to clarify your question. If you have a new question, you must please open a new thread.

Please keep in mind that our discussions is for general information purposes only. Our engagement on this website does not create an attorney-client relationship. 

Do you not think that it would be best (given that your client is happy to pay for a consultation) to find an attorney at www.southafricanlawyer.co.za who can consult with them directly?

This website is really aimed at giving legal advice in relation to a brief legal question.

Att. Patrick

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