Can I be personally liable for a professional practice's malpractice claims from before I bought it?
Generally, no, not personally — professional negligence liability attaches to the professional who actually provided the care or advice, not automatically to whoever later buys the practice. If you weren't the treating professional, a malpractice claim about work performed before you took over generally targets the professional who did that work, and their own insurance, not you personally as the new owner.
That said, deal structure and practical business realities can complicate this. In a share sale, the corporation that operated the practice at the time continues to exist under new ownership, and if the corporation itself (rather than just the individual professional) is named in a claim, the buyer as the new owner of that corporation could see the business affected even without personal liability. There can also be reputational and goodwill effects on the practice's value if a significant claim surfaces after closing, even where legal responsibility clearly sits with the seller.
Because this is exactly the kind of risk a purchase agreement is designed to allocate, confirming the seller's continuing insurance coverage, securing appropriate representations about past claims, and negotiating indemnities for anything that surfaces after closing protects the buyer's investment even where personal liability was never really the concern.
Key takeaways
- Malpractice liability generally attaches to the individual professional, not automatically to a buyer.
- A named corporation's exposure can still affect the buyer as its new owner in a share sale.
- Reputational and goodwill effects can follow even without personal legal liability.
- Use representations, warranties, and indemnities to allocate risk for claims that surface after closing.