Sale & Purchase Agreements in Washington

By Brad MacLiver
Authorship and profile at Google


A Pharmacy Listing Agreement is the contract that provides a pharmacy broker the business seller’s permission to sell their Washington drug store. During the process of presenting the business being sold to qualified drug store buyers there are negotiations and preliminary offers.

Once the preliminary stages have been negotiated it is time to put forth the details of the potential pharmacy transaction in contract form. This contract is usually called the Purchase and Sale Agreement, but it may also be referred to as an Asset Purchase and Sale Agreement, Pharmacy Asset Purchase Agreement, Asset Purchase Agreement, or variations of these contract titles. Whatever the title is on the contract, this document should be considered the “blueprint” for transferring the Washington pharmacy business to the new owner.  

The Pharmacy Purchase and Sale Agreement details how much the buyer agrees to pay and what assets the seller in Washington is conveying to the buyer. When the agreement is put in writing, describes the transaction in some detail, and is accepted and signed by both parties, this contract becomes a legally binding agreement. Therefore, during the negotiated development of the Pharmacy Purchase and Sale Agreement proper diligence should be taken.

Due to liability issues it is seldom that a Washington pharmacy’s corporate stock will be purchased. Therefore, these transactions almost always are only asset purchases.

The elements in a Pharmacy Purchase and Sale Agreement are not limited to but can include: assets purchased, assets excluded, aspects regarding counting and purchasing the inventory, electronic and hard copies of pharmacy customer files, liabilities, purchase price, closing date, transferring the assets' title when being purchased, conversion of pharmacy customer files, warranties and representations, non-compete clauses, restrictive covenants, transferring the phone services, notification of customers, signs, Board of Pharmacy notifications, accounts receivables, business seller and pharmacy employee employment, confidentiality, pharmacy inventory counting, any costs associated with closing, lien searches, actions to be taken before the closing date, the pharmacy’s computers, office equipment, and automated filing machines.

Although it covers many aspects of transferring the business assets from the pharmacy seller in Washington to the new owner, it should be understood that the Purchase & Sale Agreement does not provide tax and legal guidance for the seller. Those issues do not pertain to the buyer of the assets. Therefore, the pharmacy seller should be well advised by a knowledgeable pharmacy broker, accountant, or attorney regarding tax consequences, restrictive covenants, and the structure of the deal. These aspects of the deal may not have any impact from the buyer’s point of view, but if not considered carefully may have affects to the seller’s financial position after the transaction is closed.

Washington pharmacy owners who are considering selling will benefit when working with a specialist who operates exclusively in the pharmacy industry and can provide expert guidance in bringing about a transaction that provides the most benefits regarding the seller’s tax consequences, family and estate planning. Proper planning and a blueprint that structures the transaction appropriately will increase the net amount of money the seller receives for the pharmacy’s assets.

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