How the Jonathan Lea Network Secured a Prime Harley Street Physiotherapy Clinic Acquisition, Despite Complex Legal Challenges

The Client’s Challenge

Our client, experts in their field and keen to now operate their own business, approached The Jonathan Lea Network (JLN) to advise on the acquisition of a long-established clinical practice in Harley Street.

The client’s objective was to secure the business, ensure continuity of operations, and manage future risk while also protecting their newly incorporated purchasing entity.

The acquisition was not straightforward. The target business was structured as a 50:50 partnership, and the deal raised multiple legal challenges:

• A complex corporate finance structure requiring a carefully managed asset purchase agreement (APA).
• Outstanding intellectual property (IP) concerns relating to the business name and domain rights.
• A time-critical property element, as the existing commercial lease was due to expire within weeks.

Our Approach

1. Corporate Structuring and Transaction Management

JLN led on drafting and negotiating the Asset Purchase Agreement (APA), structuring the purchase price across three staged payments across two years from completion, all linked to turnover targets.

We also advised on the Disclosure Letter, prepared consultancy agreements, and coordinated the completion process, ensuring that all transactional documents were finalised within the client’s required timeline.

2. Negotiating the Lease and Guarantee Provisions

The property aspect was the most urgent element. JLN successfully:

• Negotiated the surrender of the existing lease and the simultaneous grant of a new five-year lease.
  
• Secured rent at specific rates for for the remainder of the term.
  
• Ensured the lease was contracted out of the Landlord and Tenant Act 1954, Part II, providing certainty on occupation terms.
  

Because the purchasing entity was newly incorporated, the landlord required additional security. Despite initial resistance from the landlord, JLN helped structure a guarantee through a connected company. Although the Director’s attempt to limit liability to 18 months was rejected, JLN achieved balanced terms that gave the client comfort while meeting the landlord’s requirements.

We also ensured that the lease incorporated modern compliance clauses, including environmental performance and data sharing obligations, which are increasingly important in the London medical property sector.

3. Resolving Intellectual Property Risks

Due diligence revealed a potential IP dispute concerning the business name and domain, previously the subject of legal proceedings. To protect the client, JLN negotiated a bespoke indemnity with the following safeguards:

• Liability capped at £10,000.
• A two-year duration.
• Exclusion of costs arising from any new trademark application by the buyer.
  

The sellers further warranted the buyer’s right to use the business name and agreed to robust five-year non-compete and non-solicitation restrictions. This eliminated the risk of immediate reputational or operational challenges.

4. Managing Completion and Funding Logistics

The buyer’s new company bank account was not operational in time for completion. JLN resolved this by negotiating an agreement for the guarantor company to advance the initial monies which enabled completion without delay.

Following completion, JLN filed the necessary SDLT return and Land Registry application, ensuring the new lease and transaction were properly registered.

Outcome

The client successfully attained a Harley Street clinic acquisition and secured a new long-term lease. JLN’s support ensured that:

• The acquisition was structured in a way that protected the client and eased cashflow through staged payments.
  
• Lease and guarantee risks were carefully managed, allowing the client to take secure occupation of the premises.
  
• Intellectual property concerns were neutralised through bespoke indemnities and protective covenants.
  
• Completion was achieved without delay, despite funding challenges.
  

This matter highlights the team’s ability to combine corporate, property and intellectual property expertise to deliver practical, commercially focused solutions. The client is now well-positioned to operate and grow the business with confidence in one of London’s most prestigious medical locations.

Disclaimer: The case studies on this website are provided for illustrative purposes only and do not constitute legal advice. All identifying details have been removed or altered to protect client confidentiality. Outcomes described are specific to the circumstances of each case and may not be indicative of future results. You should seek independent legal advice before taking any action based on the information provided.

Image by Serhii G. from Pixabay