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A dental practice situated in Center City, Philadelphia sought to sever its relationship with one of the members of the dental practice.

The dental practice retained us to negotiate on its behalf and to draft and finalize for execution any and all documentation necessary to effectuate this “business divorce”.

After meeting with our client’s principal member, we discovered that the dental practice was doing business as a limited liability company and that the member that wished to leave the dental practice had taken out a loan to finance the start-up and operation of the dental practice.

We negotiated an agreement between the members of the dental practice, pursuant to which the limited liability company would pay off the loan in full in consideration of that member then formally withdrawing as a member of the limited liability company. The extensive negotiations involved not only those with the withdrawing member, but also with the financial institutions of the withdrawing member as well as the dental practice.

As part of the settlement, we prepared a comprehensive written agreement which was executed by the parties involved confirming that, once the loan was paid off, the withdrawing member would have no interest in the dental practice’s limited liability company.

In doing so, we also prepared an amendment to the operating agreement governing the dental practice’s limited liability company removing the withdrawing member as one of its members.

The loan was ultimately paid off and the withdrawing member no longer had an interest in the dental practice.