For clients who have sold or purchased already, is there any way to protect themselves because income targets won't be met to ensure that it is fair for both parties?
If a proportion of the purchase price was deferred and contingent on income targets, then protection will depend upon the individual terms included in the sale agreement and what the parties can negotiate between themselves now.
Some sale agreements may include a term that, in the event of suspension of trade, time is paused in relation to the turnover target and resumes once business commences again. So, the date for payment of the deferred consideration will be delayed by the length of time business is suspended for. And the turnover generated in the additional time will form part of the calculation for meeting the target. The example would be if trade at the practice is suspended for 6 months then the time for calculating the turnover will be the "relevant period" (as agreed in the sale agreement) + 6 months and payment based on turnover generated during the "relevant period" + 6 months).
Even if this had not been agreed in the sale agreement, parties could negotiate similar terms now. There is no obligation for either party to accept; however, we anticipate many will be open to discussions in the spirit of good faith and also to avoid loss of reputation.
One factor that will be open to interpretation is whether NHS dental practices have "suspended" trading despite continuing to receive their contractual payments and redeploying staff, as required. It could be argued that there is still suspension of business as any private element will be suspended, and those practices are not continuing in the usual course of trade. Again, this will be down to what the parties have agreed in the sale agreement/can agree now in separate negotiations.