When you buy a practice, you are buying a patient base, a name, some equipment, and a set of walls you do not own. Buyers spend months on the first three. The walls — the lease — get a glance in the last week, usually after the money is already committed. That is backwards. The chart of accounts can be fixed. A bad lease you inherited at closing cannot, and it will sit on top of your new practice for the next five to ten years.
The lease is where a clean-looking acquisition quietly goes wrong. The rent might be above market. The term might be almost up. The landlord might not have to let you take it over at all. None of that shows up in the practice's tax returns, and none of it is the seller's problem once the deal closes — it is yours. Here is what to look at, why each piece can cost you, and where the leverage is while you still have some.
Can you even take the lease over? Assignment and landlord consent
Start here, because if you get this wrong, nothing else matters. A practice sale is almost always an assignment — the seller transfers their lease to you. But you cannot assign a lease to yourself just because you agreed to buy the business. The lease belongs to the landlord's building, and nearly every commercial lease requires the landlord's written consent before it changes hands.
The question is how hard that consent is to get. The gold standard is language saying consent "shall no****t be unreasonably withheld, conditioned, or delayed." If your lease says that, the landlord needs a real reason to say no. If it is silent, or says consent is at the landlord's "sole discretion," the landlord can hold the entire deal hostage — and they know it.
Two traps hide in the consent clause. The first is a recapture right: language that lets the landlord, when you ask to assign, cancel the lease instead and take the space back. If that exists, your request to take over the lease can trigger the landlord ending it — and now you have bought a practice with no place to run it. The second is a transfer fee or assignment premium: a charge, sometimes a percentage of rent or a flat sum, the landlord collects just for approving the handoff, plus their legal fees. Read who pays that in the purchase agreement, because by default it is often you.
Where to negotiate: not with the landlord first — with the seller. Make the seller's delivery of a clean, signed landlord consent a condition of closing. If consent cannot be obtained on workable terms, you should be able to walk without penalty. Never close and "sort out the lease after." After closing, you have no leverage and the seller has your money.
Is there enough runway? Remaining term and options
You are about to spend real money on this practice — the purchase price, possibly a build-out, years of your working life. Ask the obvious question the excitement tends to bury: how long can you actually stay?
Pull the lease and find the expiration date, then find the renewal options — the tenant's right to extend for another defined term. A practice with two years left and no options is a very different asset than the same practice with a fresh ten-year runway. If the lease is nearly up, you are not buying a location; you are buying the right to renegotiate from scratch, from the weakest possible position, with a landlord who knows you have patients, staff, and equipment rooted to that address and cannot easily move. That is the moment rent jumps.
Options are only as good as their terms. A renewal option that sets the new rent at "fair market value" with no ceiling is barely protection — it just moves the fight to later. Check whether the option specifies the rent or a cap on increases, whether it is still exercisable (options can be voided by a prior default), and whether it transfers to you on assignment at all.
Where to negotiate: if the runway is short, that is not a reason to kill the deal — it is a reason to make the seller extend or renew the lease before closing, while they are still the tenant of record and motivated to sell. A seller who wants out will often do the renewal legwork. Get the longer term or the added option locked before the practice changes hands.
Is the rent at, above, or below market?
The seller's rent is now going to be your rent, and it may have been set years ago under conditions that no longer exist. If it is below market, congratulations — that is real, transferable value, and you should confirm the below-market rate actually survives the assignment. If it is at or above market, you are inheriting a cost the seller has been carrying and is happy to hand off.
This matters more than a single year's difference suggests, because rent compounds. An overpayment per square foot, multiplied by your square footage, multiplied by the years left on the term, is a five- or six-figure number hiding in a lease that "looked fine." And a medical or dental space carries costs beyond base rent — your share of operating expenses, property taxes, insurance, and common area maintenance in a triple-net structure. Get the actual reconciliations for the last couple of years so you are comparing the real occupancy cost, not just the headline rent.
Where to negotiate: get a credible market read before you price the practice, not after. Ask for recent comparable deals in the same submarket — what actually closed, not what is being asked — and compare on total occupancy cost per usable foot rather than headline rent. Where this lease sits against that read is what should shape your offer. If the rent is above market, that gap is a number you can put on the table against the purchase price.
The personal guarantee you'll be signing
Here is the part that gets personal. When you take over the lease, the landlord will usually want a new personal guarantee from you — your individual promise, backed by your own assets, to cover the rent if the practice fails. The seller's guarantee does not transfer to protect you; it protected the landlord, and the landlord wants a fresh one from the new tenant.
Read exactly what you are signing. An unlimited, full-term guarantee means you are personally on the hook for every remaining month of rent, no matter what happens to the practice. That is a large, quiet liability sitting behind an acquisition you may have financed. The alternatives worth pushing for: a limited guarantee capped at a fixed dollar amount or a set number of months, or a burn-off — a guarantee that shrinks or disappears after you have paid on time for a defined stretch, proving you are a reliable tenant.
Where to negotiate: the moment of assignment is one of your few real windows on this. The landlord wants their consent fee and a stable tenant; you want to limit your exposure. Trade one for the other. Ask for a cap, a burn-off, or a shorter guarantee term as a condition of your acceptance — not after you have already signed.
The estoppel certificate and the condition of the premises
Before closing, ask the landlord for an estoppel certificate — a signed statement confirming the lease terms: the current rent, the expiration date, any amendments, whether the tenant is in default, and what deposits are held. It is your independent confirmation, straight from the landlord, that the lease you were shown is the lease that actually exists. Sellers do not always remember every side letter and amendment. The estoppel catches the gaps.
Walk the space with the same eye. Who is responsible for the HVAC, the roof, the plumbing behind your operatories or exam rooms? In many leases, more of that maintenance sits on the tenant than buyers expect. Deferred maintenance — the aging rooftop unit, the compressor near the end of its life — becomes your bill the day you take over. For a dental or medical suite, the specialized systems are not cheap, and a build-out or major refit in our market runs around $250 per square foot, so a "minor" deferred repair can be anything but.
Where to negotiate: make the estoppel a closing condition, and price the deferred maintenance you find. A failing system the seller neglected is a dollar figure that belongs in your offer, not a surprise you eat in month two.
Do the lease work before closing — and use what you find
Every one of these — consent, term, rent, guarantee, condition — has to be checked before you close, because the day after, your leverage is gone. Before closing you have the one thing the seller wants: your signature on the purchase. That is when a short lease gets extended, a bad guarantee gets capped, and a neglected rooftop unit becomes a price adjustment.
That is the reframe. Lease problems are not just risks to absorb — they are leverage. A lease with two years left, an above-market rent, and a full personal guarantee is worth less than the asking price reflects, and you are entitled to say so. Every issue you surface is either something the seller fixes before closing or something that comes off the price. The buyers who lose are the ones who never read the lease closely enough to know what to ask for.