Author: HTML-Team

Purchasing a dental practice is one of the largest professional decisions you can make. In Oklahoma, your acquisition deal is only as strong as the document that records it. That document? The purchase agreement. Understanding what it does and why hiring an experienced dental acquisition attorney is crucial and may help protect your new investment from day one. 

What is a Purchase Agreement, and Why is it Important?

A purchase agreement is a written, legally-binding contract between a buyer and a seller that lists the terms of your sale. There are two types of purchase agreements: asset and entity. Asset purchase agreements (which most dental acquisitions are structured as) identify what is being sold, the prices, how and when payment will be made, and what each party is obligated to do before and after closing. Entity purchase agreements focus less on physical assets and more on the seller’s stocks and interests. Regardless of the type, a purchase agreement is, essentially, the roadmap for your entire transaction. Once signed, it solidifies a deal far more concrete than a handshake or verbal conversation. 

Acquiring a dental practice is more than just purchasing a building or stock ownership. Without a written agreement, many topics may become a point of dispute. A clear, well-written purchase agreement does three things: 

1. Sets Expectations: By drafting a written agreement, both parties establish the conditions for the transaction. 
2. Allocates Risk: Purchase agreements state who is responsible for any pre-closing debts, undisclosed liabilities, or other problems that may be discovered later. 
3. Provides a Backup Plan: If a party fails to perform their obligated duties, the agreement usually defines what happens next, which is far easier than arguing over something that was verbally “understood.” 

What is Included in a Purchase Agreement?

Every deal is different, but most dental practice purchase agreements address the following items: 

• Parties and Assets: Who is buying and selling, and what assets transfer over during the sale.
• Price and Payment Terms: This includes the total sale price, deposit, financing terms, and how the price is distributed among the assets. 
• Representations and Warranties: These are the seller’s promises involving licensing, finances, taxes, compliance, and the absence of undisclosed claims. 
• Due Diligence and Contingencies: Deep examinations of the practice are conducted, typically before a contract is signed (referred to as “due diligence”). From the results of due diligence, a buyer may have conditions that must be met before closing. 
• Non-Compete and Non-Solicitation: Agreements provided to the seller that, for a certain period of time, prohibit them from starting a local competing practice or soliciting existing patients and employees. 
• Closing Details: The closing date, deliverables, and the overseeing of employees, contracts, and patient notification. Most closing deals include a transition period that allows the buyer to be introduced to the staff and patients. 
• Indemnification: If information in the purchase agreement turns out to be false or a pre-closing liability surfaces, indemnification specifies which party is liable for the issues. 

It is also important to note that your purchase agreement should adhere to all regulatory procedures with the Oklahoma Board of Dentistry. Treating any mandatory requirements as an afterthought can delay your first day as owner. 

Why Hire a Lawyer for Your Dental Acquisition?

Generic online templates rarely fit a dental practice sale. An attorney who understands these types of transactions can tailor a purchase agreement to your situation and catch problems before anyone signs the dotted line. The cost of legal help is minor compared to the price of a dental practice. An overlooked clause or hidden liability can cost far more than the legal fees. 

A knowledgeable dental acquisitions attorney can review a seller’s disclosures, scan for any liabilities, and negotiate terms that protect you, such as indemnifications and non-compete provisions. Oklahoma’s State Board of Dentistry rules regarding patient records add additional layers that a general business contract may overlook. 

A well-drafted purchase agreement turns a promising opportunity into a secure transaction. Before you sign a Letter of Intent, contact Aaron Bruner, Attorney at Law, who can help structure your purchase agreement and ensure that you are entering this new chapter confidently and securely. Aaron helps Oklahoma dental professionals buy, sell, and transition their practices with clear legal guidance. From drafting and negotiating purchase agreements to coordinating the closing paperwork, his strategy involves keeping your interests at the center of

each step. To discuss your dental practice acquisition, you can call us at (918) 215-7979 or submit an inquiry through our website’s online contact form. 

If you’ve won a lawsuit in another state and your debtor lives in or has assets in Oklahoma, winning is only half the battle. To actually collect what you’re owed, you typically need to domesticate the judgment in Oklahoma beforehand.

What Is a Foreign Judgment?

A foreign judgment is a judgment issued by a court outside the state where you are currently seeking enforcement (in this case, a judgment issued by a court outside of Oklahoma). Courts generally cannot enforce a judgment beyond state lines. For example, a court judgment in Texas does not, by itself, give a creditor the authority to garnish a debtor’s Oklahoma-based paycheck.

This restriction means that creditors must find a way to legally collect from someone who has assets or bank accounts in a different state. The solution is to domesticate the judgment.

This is where the U.S. Constitution’s Full Faith and Credit Clause comes in. It generally requires states to recognize valid court judgments from other states. However, the judgment must be properly recognized and entered under the applicable procedures of the state where enforcement is sought so that the appropriate local court can enforce it as an Oklahoma judgment.

Oklahoma has adopted the Uniform Enforcement of Foreign Judgments Act (UEFJA), which provides a streamlined procedure for enforcing qualifying judgments from other states. Rather than re-filing the entire lawsuit in Oklahoma, a creditor generally needs to file:

• An authenticated copy of the foreign judgment.
• An affidavit listing the last-known address or addresses of the judgment debtor.
• The required filing fee, which may vary depending on the district court and its local procedures.

The documents must be filed in an Oklahoma district court with the appropriate connection to the debtor or the debtor’s assets. Once the judgment has been properly filed and the debtor has been given the required notice, the judgment may be enforced in Oklahoma as provided by Oklahoma law. Debtors are typically provided with a period of time to object, if permitted.

Collection Tools Once the Judgment Is Domesticated

Garnishment

Garnishment is often one of the most direct collection methods available. It can allow a creditor to pursue non-exempt wages or funds held in the debtor’s Oklahoma bank accounts. The creditor will generally need to obtain the appropriate garnishment process, which is then served on an employer or financial institution (the garnishee). If applicable, the garnishee must withhold and remit funds that are subject to garnishment under Oklahoma law.

Judgment Liens

Once a judgment has been properly domesticated, a creditor may be able to record it with the appropriate county clerk in a county where the debtor owns real estate. This can create a judgment lien against qualifying property.

Judgment liens can affect the property’s title and may complicate a debtor’s ability to sell or refinance the property. The lien generally remains in place according to applicable Oklahoma law until it expires, is released, or the underlying judgment is otherwise resolved.

Execution and Levy on Property

A writ of execution may allow a sheriff to seize and sell non-exempt personal property to satisfy a judgment. Oklahoma exemption laws protect certain types and amounts of property from execution, so not everything a debtor owns is necessarily subject to seizure.

Hiring a Judgment Domestication and Collection Attorney in Oklahoma

Debt collection is often an iceberg. An initial asset search might reveal only a single bank account available for garnishment, but that search may then lead to information about real estate, which could create an opportunity for a judgment lien or another collection remedy. Patience, persistence, and hiring an attorney familiar with Oklahoma judgment domestication can make a significant difference in the collection process.

Navigating judgment domestication and collection in Oklahoma involves more than just paperwork. It takes knowledge of local courts, county-specific filing procedures, and the collection tools that have the highest potential for results in your specific case.

Aaron Bruner, Attorney at Law, helps out-of-state judgment creditors navigate the domestication process and pursue the ultimate goal: collection. Whether you’re just starting the domestication process or trying to track down a debtor’s assets in Oklahoma, Aaron Bruner can help you understand your options and develop a strategy for recovering what you’re owed.

Winning a civil judgment may feel like the end of a long road, but for many debt collectors, it might just be the beginning of a new one. A judgment will confirm that money is owed, but it won’t automatically hand over a paycheck. If a debtor will not pay voluntarily, the collector must enlist legal enforcement tools. When the debtor’s main asset is an ownership stake in a business (an LLC or partnership), Oklahoma law directs debt collectors towards one specific remedy: the charging order.

What is a Charging Order in Oklahoma?

Under Oklahoma Statute § 18-2034, a charging order is a court order that “charges” a debtor’s ownership interest in an LLC or partnership. The amount charged typically equals the dollar amount of the unpaid judgment. In simpler terms, it redirects money; any monetary distributions the business would usually pay to the member or partner would instead be routed to the debt collector until the judgment is fulfilled.

A charging order does not give a debt collector any ownership, voting rights, or management authority in the business. They are simply entitled to the money the debtor would have received from the business, and nothing more. Oklahoma law is strict in that a charging order cannot be converted into actual membership interest through foreclosure or any other legal action.

Oklahoma’s version of a charging order is the exclusive tool available to a debt collector who is pursuing someone’s interest in an LLC or partnership (notably its most important feature, as other state statutes are not written as restrictively). Debt collectors are not allowed to seize any control over the business operations by using a charging order; Oklahoma’s statute is written more strictly than other state’s, helping to enforce this.

Charging orders and liens can often be confused with each other or lumped together completely. By definition, they may sound the same, but they are not identical. “Lien” is a broader, more general term; a debt collector has the legal right to secure interest over a debtor’s physical property until the debt is resolved. A charging order is a specific type of lien and is created through a lengthier court process than a regular judgment lien. Charging orders, rather than being attached directly to a piece of personal property, allow a debt collector to collect payment by pursuing the financial interest that a debtor has in a partnership or LLC.

How Do You Obtain a Charging Order?

1. Be Awarded a Judgment: Before receiving a charging order, a valid court judgment must be awarded to a debt collector.
2. Apply to the Court for the Charging Order: Once a judgment has been granted, a debt collector will need to gather documentation that supports the interest a debtor may have in a partnership or LLC.
3. A Court May Award a Charging Order: After presenting the original judgment and its amount, the debtor’s identity, and their ownership stake within a business, the court may award a charging order, which will charge the debtor’s capital or interest with payment that equals the amount of the awarded judgment.

Typically, other members of an LLC or partnership are not required to consent to the charging order process, since the order only affects the debtor and their interest, rather than the business operations and the other owners’ interests.

How Can a Charging Order be Used?

Once a charging order is granted in Oklahoma, a debt collector has a limited set of strategies that can be used to collect payment:

• Play the Waiting Game: Waiting, although difficult, can be beneficial. Once the business distributes its profits to its members, the debtor’s share will be redirected to the collector until the judgment has been satisfied.
• It’s the Most Aggressive Option: A charging order is the exclusive option for collecting partnership or LLC interest in Oklahoma. Through Oklahoma law, a debt collector cannot use a charging order to sell the business, foreclose, or appoint someone to oversee business operations. Due to these restrictions, this means that the current Oklahoma charging order is at its most aggressive point.
• Negotiation: Similar to a lien, charging orders affect a debtor’s rights over their asset; in this case, a charging order does this with the debtor’s business interest. Therefore, these restrictions can motivate debtors to negotiate a deal and resolve the judgment.

Conclusion

It’s important to understand what a charging order does not do: it does not automatically hand the debt collector cash. Instead, it is a process that converts an unsecured judgment debt into a secured one, meaning that, through the use of a charging order, the debt collector now has a way of receiving their owed amount. This is a significant upgrade; for example, if a business goes bankrupt, debt collectors who have secured their judgment are generally paid before collectors who have not.

Charging orders may not always be the fastest path to payment, but in Oklahoma, they are one of the only resources available when a debtor’s primary asset is a business interest.

Understanding both their power and their limitations is essential to navigating commercial collections under Oklahoma law. Due to the exclusivity of charging orders, it is important to work with an attorney who is experienced in commercial collections and is aware of Oklahoma’s strict charging order guidelines.