John Spratt

We were engaged on the sale of a successful care home. 

Our clients were confident that there would be a number of parties interested in purchasing the home but did not want to commence negotiating with all of them before deciding which one to proceed with.  The Selling Agents were instructed to prepare and circulate a sales memorandum and a share sale contract to selected interested parties, who were invited to make an offer on the basis of those documents. 

The share sale contract was drafted by us in advance in an even handed manner but on the commercial terms on which the client was going to sell.  This saved the clients a considerable amount of time and money as it avoided unnecessary professional time in negotiating the terms of the transaction. 

Parties interested in purchasing the home were invited to submit a price and payment terms they were prepared to offer, and a return copy of the draft share sale contract with their proposed changes.  

The successful bidder had made very few changes to the final share sale contract and only a single all party meeting was required, which was the final completion meeting.  Usually transactions of this nature would involve numerous meetings prior to the final completion meeting. 

The transaction was headed by Hitendra Patel (Corporate Partner) who was assisted by John Spratt (Commercial Partner), Carol Shaw (Employment Partner), Andrew Woods (Commercial Property Partner), Catherine O’Riordan (Commercial Assistant) and a Trainee Solicitor.

John acted for the seller of a building materials company into the public sector.  John’s client’s corporate finance advisers, Bristol York Limited, had negotiated favourable terms for the sale of the client’s company, and the only problem which appeared to exist was that for tax reasons the transaction had to be completed within quite a short timescale.  The transaction proceeded comfortably, with John’s assistant Billy Ashley taking responsibility for dealing with the due diligence enquiries of the purchaser, and John’s Partner Hitendra Patel also assisting in the production of the deal documents.

A few days before we were scheduled to complete the transaction, John and his team learned that there was a problem with a contract which was key to the business of the company being sold.  This necessitated John’s working all over one weekend with the very able assistance of John’s Commercial Property Partner Andrew Woods analysing the company’s position regarding this contract, meeting the clients and finally successfully satisfying the purchaser so that on the one hand John’s client was fully protected from any claim arising in respect of this contract after completion, and on the other hand satisfying the purchaser sufficiently to enable the transaction to complete.  

The whole team, comprising the Spratt Endicott team, the Bristol York team and the client team were all delighted to conclude the transaction on time and on satisfactory and safe terms.  John was also very touched and appreciated the gift of a case of good wine from the clients to mark this completion.

Acting for a globally known and respected company, John Spratt received urgent instructions to advise on the possibility of their being able to recover a bad debt from a well-known retailer in administration.  The problem was that John’s advice to the client had to be that the Administrator was not in a position to pay the debt of any creditor from the company’s assets except (a) pro-rata with all other unsecured creditors at the end of the debtor company’s insolvency process or (b) if the payment was necessary in all the circumstances in order to maintain the business of the company in administration under his management pending a possible sale.

Working closely with his client’s management team, and having enlisted the help of a colleague in the insolvency profession, and also with the help of John’s Partner Hitendra Patel, John was able to negotiate and draft an agreement with the Administrator that he would pay the whole of his client’s substantial debt rather than face the consequence of their withdrawing their services from the company in administration. This work was done largely over one weekend, with frequent written communications and many telephone calls.

John’s clients were delighted with a wholly successful outcome, which seemed at the beginning to have been against the odds.

It is always satisfying to be instrumental in getting a successful management buy-out off the ground.  Our corporate team acted for a senior manager of a public company who had the opportunity to take the part of the business that he managed into his own ownership by a management buy-out.  We were instructed on behalf of him and his team.  His opportunity to complete this MBO existed only in a relatively short window of time, and the challenge was that at the very end of the process it became apparent that one of the members of his MBO team was unlikely if not unable to make the financial contribution to the team which he had promised.

One of our clients for whom we had recently acted on the sale of a substantial manufacturing company had mentioned that if we saw any opportunities for him to invest in, then we should mention them to him.  We got on the phone to this individual and set up a meeting between him and our present client.  They hit it off straight away and not only was the finance provided in short order, but the person introduced also brought valuable skills to the team.

We are delighted to say that the resulting company went from strength to strength and not too long afterwards we were instructed to act on the sale of the company back into the public sector.

Acting for a major national distributor of car motor parts, we received instructions to advise on his client’s acquisition of all the intellectual property rights in a name famous in the motor industry.  The challenge here was that the Seller was a company based in the USA, and the agreement which the Seller required was to be governed by US law.  A further problem was that the whole issue was extremely urgent.  we reviewed the terms offered to his clients and advised on amendments and further protections, and negotiated this agreement successfully to a conclusion as a matter of urgency over tight timescale.  

We identified and instructed a firm of US lawyers to review our advice to make sure that there were no issues of US law which should be taken into account and which of course we would have been unaware of.