An optometry lawyer handles the transactions and agreements that govern an optometric practice: buying and selling practices, drafting partnership and buy-sell agreements, reviewing and negotiating employment and associate contracts, and structuring the legal entity under which the practice operates. The role spans the full ownership arc, from an OD's first associate agreement out of school to the sale of a practice decades later.

We also serve ophthalmology practices. Licensure, training, and clinical scope differ meaningfully between optometrists and ophthalmologists, but the transactional legal work is largely the same: an ophthalmology attorney negotiates the same purchase agreements, drafts the same partnership structures, and reviews the same lease and employment terms. Where the two diverge is in regulatory and scope-of-practice matters, which vary considerably from state to state.

Buying an Optometry Practice

The purchase agreement should be built for optometry, not adapted from a generic business template. Optical dispensary inventory, frame board consignment arrangements, vision plan participation, and equipment leases on diagnostic instruments all need specific treatment. Vision plan credentialing in particular does not transfer automatically with the practice, and a buyer who assumes it does can open on day one without the reimbursement stream the valuation was built on.

Two other items deserve specific language rather than generic asset descriptions. Optical inventory should be valued and counted at or near closing rather than at the time of the LOI, since frame boards turn over. And any managed vision care contracts should be identified individually, with a plan for re-credentialing under the buyer's entity well before the closing date.

A first-time buyer needs a full advisory team, not just a purchase agreement. That means an optometry practice attorney for the legal work, a CPA who understands practice economics to verify the financials and model the tax consequences, and a lender experienced in healthcare acquisitions. Each of them sees a different part of the deal, and problems typically surface in the seams between them. Our guide to buying an optometry practice covers the diligence side in more detail.

Selling an Optometry Practice

Valuation drives the entire transaction, and two approaches dominate sales in optometric practice. The first is a percentage of gross revenue, which typically ranges from 60 to 65 percent, with the full range running roughly 40 to 90 percent depending on the health of the practice. The second is a multiple of net revenue or adjusted earnings, which is more common in larger transactions and DSO or private equity deals.

What moves the number within that range is fairly predictable. A favorable, assignable lease with remaining term raises it. Associate doctors who will stay through the transition raise it, because patient retention is more likely. A stable, insurance-diverse patient base raises it.

Downward pressure comes from the mirror image. Declining revenue over the trailing two or three years lowers the number. A doctor-centric practice, where patients come for the owner personally rather than for the practice, lowers it substantially, because the goodwill may not survive the owner's departure. A problematic lease, one with a short remaining term, no assignment right, or a landlord who will not commit, can lower it more than anything else on the list.

The Optometry Transition Process, Start to Finish

Most transactions follow the same sequence. Knowing where you are in it tells you what should already be settled and what is still open.

1. Initial communications. Buyer and seller make contact, directly or through a broker, and exchange preliminary information about the practice.
2. Confidentiality agreement. Signed if the seller requests it, before financial detail changes hands.
3. Offers and counteroffers to a signed letter of intent. Price, structure, and timeline get negotiated to a written LOI.
4. Due diligence. The buyer examines financials, patient records, the lease, equipment, staffing, and vendor agreements.
5. Lender outreach. The buyer secures financing commitments, with the practice's financials and the LOI as supporting documentation.
6. Retaining counsel. Attorneys are engaged to draft and negotiate the definitive documents.
7. Drafting definitive agreements. The purchase agreement and all ancillary documents are prepared and negotiated.
8. Lease assignment. The landlord consents to the assignment, or a new lease is negotiated with the buyer.
9. Funding. The lender releases funds upon satisfaction of closing conditions.
10. Closing. Documents are executed and ownership transfers.

One point deserves explicit attention rather than assumption: whether the letter of intent is binding. Most LOIs are non-binding as to price and structure but binding as to exclusivity, confidentiality, and any deposit. The document should say so plainly. Ambiguity here can lead to disputes when a deal falls apart.

The Attorney's Role, Specifically

In OD-to-OD sales, two arrangements are common, and the choice matters. In a shared-counsel arrangement, one attorney drafts the documents for both parties. In a separate-counsel arrangement, each side retains its own optometry contract lawyer.

Shared counsel is faster and costs less, which is why it appears frequently in smaller, friendly transactions between colleagues. The tradeoff is real: neither party has an independent advocate. The attorney can explain what a provision means, but cannot argue that it should be changed in your favor at the other party's expense. Where the parties have unequal experience or the deal terms are close, separate counsel is worth the additional cost.

If you do proceed with shared counsel, get the arrangement documented. The engagement letter should state plainly who the attorney represents, what conflicts have been waived, and what happens if the parties reach an impasse. That last point matters, because a shared-counsel attorney generally has to withdraw from representing both sides if a genuine dispute develops, which can stall a deal at the worst possible moment.

Either way, the core work is the same. The attorney drafts the definitive sale agreement and the ancillary documents that accompany it: the promissory note if there is seller financing, the employment or transition services agreement if the seller stays on, the bill of sale, and the lease assignment. The attorney then advises each client on their rights and obligations under those documents, which is the part that determines whether you understand what you signed.

Hurdles to Watch For

These are the issues that most often derail or reprice an optometric transaction. Work through them early, while there is still time to address them.

• How the asking price was formulated, and whether the assumptions behind it hold up under scrutiny
• What the patient charts show about pending or scheduled future work, and whether that revenue is already accounted for
• Whether the practice management system data matches what the seller has represented in the financials
• Whether the broker has a conflict of interest, including any dual representation or contingent compensation arrangement
• How key employees will be retained through the transition, and whether their agreements transfer
• When the underlying lease comes due, and whether renewal or assignment is within the seller's control
• Whether any equipment on site is leased rather than owned, and what the payoff or assumption terms look like

Optometry vs. Ophthalmology: Does the Role Differ?

The clinical distinction is significant. Optometrists complete a Doctor of Optometry program and are licensed by state optometry boards, with scope of practice varying by state in areas such as surgical procedures and prescribing authority. Ophthalmologists are physicians who complete medical school and residency and are licensed by state medical boards, with full surgical scope.

The transactional legal work is largely the same across both. Purchase agreements, partnership structuring, employment and associate contracts, entity formation, and lease negotiation follow the same framework whether the practice is optometric or ophthalmic. The differences appear in regulatory compliance, corporate practice of medicine rules, which apply differently to physician practices, and in the structure of referral relationships between the two. The American Optometric Association tracks scope-of-practice legislation by state, which is worth monitoring if your practice model depends on it.

Talk With an Optometry Lawyer Before You Sign

Whether you are buying your first practice, bringing on a partner, or preparing to sell after a long career, the attorney's job stays the same: protecting the terms of the deal. That means making sure the documents say what you believe they say, that the obligations you are taking on are the ones you intended, and that the contingencies are in place if something in due diligence turns out differently than represented.

Our optometry attorneys work with ODs and ophthalmologists across the country on practice transitions, partnership and buy-in agreements, associate agreements, leases, and entity structuring.

Contact Dental & Medical Counsel to talk with an optometry lawyer before you sign an LOI or purchase agreement. The consultation is complimentary.

Frequently Asked Questions

Do I need a separate attorney from the other party in an OD-to-OD practice sale?

Not necessarily, though it depends on the deal. Shared counsel, in which one attorney drafts for both parties, is common in smaller OD-to-OD transactions and helps keep costs and timelines down. The tradeoff is that neither party has an independent advocate, so no one is arguing to move a term in your favor. Separate counsel makes more sense when the parties have unequal transaction experience, when the dollar amounts are significant, or when seller financing means the relationship continues for years after closing.

How is an optometry practice valued?

Two methods dominate. A percentage of gross revenue is the most common, typically landing between 60 and 65 percent, with a range of roughly 40 to 90 percent depending on the practice's health. A multiple of net revenue or adjusted earnings is more commonly used in larger deals and in DSO or private equity transactions. A favorable assignable lease, associate doctors staying on, and a stable patient base push the number up. Declining revenue, a doctor-centric patient base, and a problematic lease push it down.

What is different about buying into an optometry practice versus buying it outright?

A full purchase transfers the entire practice and its assets to you, and the transaction largely ends at closing. A buy-in transfers a percentage interest and starts an ongoing relationship, which means the governing documents matter far more. A buy-in requires a partnership or shareholder agreement that addresses how decisions are made, how profits are allocated, how the practice is valued at your eventual exit, and what happens if a partner leaves or the partnership dissolves. The purchase price is usually the easiest part to agree on. The exit terms are the hard part.

Does an optometry lawyer also work with ophthalmology practices?

Yes. We represent both optometrists and ophthalmologists, and the transactional work overlaps almost entirely: purchase and sale agreements, partnership and buy-sell structuring, employment and associate contracts, entity formation, and lease negotiation. The differences show up in regulatory compliance, since ophthalmology practices are subject to corporate practice of medicine rules that differ from their optometric equivalents, and in how referral arrangements between optometric and ophthalmic practices are structured.