Seminar dental contracts
34
A Lawyer, a Banker & an Accountant . . . Robert C. Jackson, Esq. HSMcLaw.com
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Transcript of Seminar dental contracts
Dentist Contracts
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….or your Contract is as only as
good as the person behind it
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Think again.
Whether you like it or not,
if you work for someone else,
you have a contract
Contract is an Agreement . . .
Between Two (or more) persons
Contains Mutual promises
Can be Oral or in writing No “magic” (with few exceptions)
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• Oral Contract, typically “At Will”
• Personal Service Agreements
• Independent Contractor
• Employment
Types of Contracts
No. 1 Rule of Contracting
THERE IS NO SUCH THING AS
A STANDARD CONTRACT!
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No. 1 Rule of Contracting
Read and Understand Your Contract!
Courts will assume terms negotiated
Parol Evidence Rule - Will exclude prior statements
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Anatomy of a Contract• Head
• Includes Title, identifies parties
• Recitals (Background)• Purpose or reason for contract
• Background facts
• Not critical, but can be important
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Anatomy of a Contract• Body
• “Meat” of Contract
• Promises, Performance Obligations
• Duties, Rights and Conditions
• Closing• Signatures
• Something acknowledging an agreement
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Typical Areas of Concern
• Compensation and Benefits
• Working Conditions (Duties, Shifts, Call?)
• Term and Termination
• Insurance and Risk Management
• Growth Opportunities
• Non-Competes
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Compensation & BenefitsMost Common Methods
1. Salary
2. Production Based
3. Mix of the Two
Bonus, Guarantee, Per Patient, % of Collections, etc ..
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Compensation & Benefits
Top Three Reasons For Contract Disputes
1. Compensation
2.
3.
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Compensation & Benefits
Top Three Reasons For Contract Disputes
1. Compensation
2. Compensation
3.
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Compensation & Benefits
Top Three Reasons For Contract Disputes
1. Compensation
2. Compensation
3. Compensation
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Compensation & Benefits
If you want to avoid contract disputes
be Happy with
or at Least Understand the Compensation
“How to Avoid Contract Lawsuit 101”
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Other Important TermsWork Conditions:
• make sure they will work for you
• life style issues
• realize your position
• negotiable - good place for give and take
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Other Important TermsTerm and Termination:
• Recommend as short as it has to be
• Minimum period for comfort
• No Cause termination (60-120 day)
• Avoids prolonged and painful goodbyes
• Cannot possibly anticipate all reasons to end
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Other Important TermsInsurance and Risk Management:
• Claims Made Coverage• Covers only claims made while policy in effect
• “Tail” coverage - both parties should plan for it
• Occurrence Coverage• Covers claims occurring during policy period
• Less common, more $$$$
• If have it, enjoy it
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Growth OpportunitiesMake Sure Contract Has Some.
If you talk about it, put it in writing
Common Reason for splits
Failed expectations on either side
Talk about price if buy out, or how to get there
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Non-CompetesHighly Contentious in Florida
Still Valid, despite what you may have heard
Roller Coaster History
Settled down somewhat
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Non-CompetesExtremely fact and “fairness” based
Advice:
• Be as Nice as you can (very hard to do)
• Do Not Solict
• Courts will typically balance interests
• No Magic bullets
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Non-Compete Pop QuizActual court cases in Florida
“Compete” or “No Compete”
Remember extremely fact and “fairness” based
Results are unpredictable
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Non-Compete Pop Quiz• Non-Compete in employment contract
• Second term, EE left, worked for competitor
• EE claimed full bonus not paid by $100K
• asked to verify financial records – refused
• continued to work for months before leaving
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Non-Compete Pop Quiz• Practice recruited EE
• 2 year, county-wide restriction
• Resigned based on onerous call (claimed
breach)
• Opened new practice in county
• Saw 49 former patients w/i first 2 months
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Non-Compete Pop Quiz• 2 year, 50 mile non-compete in contract
• EE worked in Gainesville, but went to Jax,
within 50 miles
• No proof that EE saw any former patient
• ER argued prospective patient base affected
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Non-Compete Pop Quiz• 2 year non-compete in contract of practice recruit
• Recruit quit, set up office one block away
• Saw former patients, but did not directly solicit
• Conflicting testimony about affect on old practice
• Billings dropped by $50K month
• But former office manager testified practice on vacation &
snowbirds going home
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Non-Compete Pop Quiz• EE recruited from PA to FL for private practice
• 2 year, 10 mile covenant; EE in 2nd term
• EE Quit, opened new practice 4 miles away
• 40% of new patients, former practice patients
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Non-Compete Pop Quiz• Practice recruited EE (specialty)
• 2 year, 15 mile restriction
• Quit, opened new practice w/i 15 miles
• Did not see any former patients
• In fact, refused to see (turned away) former patients
• Took out ad in paper announcing new practice, but that he
would not see any former patient
• Counter – drop in patients & referrals
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Non-Compete Pop Quiz• EE recruited to multi-office private practice
• 2 year, within 5 mile of office covenant
• EE worked in one office, quit to compete 75 miles
away from home office, but within 5 miles of another
practice office (the Keys)
• Practice offered to sell him the office, but EE turned
down
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