Should you consult an attorney, experienced with health care contracts, to review your physician employment contract?
The short answer: yes.
DON’T BE DISTRACTED
Signing a contract for your first job as a physician can be both an exciting and overwhelming prospect. As you are transitioning from residency to practice, it can be tempting to focus on the dollar signs since you have worked hard to get to this point, devoting years to study and practice. Now, the reward is at hand!
But don’t let those salary and compensation figures distract you from thoroughly reviewing the sometimes boring, yet critical, details of the entire employment contract.
The document you are about to sign includes not only what you will be paid; it also lists your work duties, often imposes restrictions on your future employment, and almost certainly contains a process for your termination. These are extremely important issues that can impact your present and future career.
EMPLOYMENT CONTRACTS CONTAIN MORE THAN YOU THINK
Physician employment contracts are frequently dozens of pages long.
And, these contracts often reference other documents, such as addendums, schedules, and attachments, that are also dozens of pages long.
These additional documents are commonly referenced rather than physically provided to you, which means you may not even have a clear picture of everything you’re agreeing to in the contract.
Some include policy and procedure manuals, religious directives, and regulation manuals that you, as the employee, will be required to follow. In some cases, these documents are more important to your practical, day-to-day functions at the hospital than the employment contract itself.
If you don’t know what they include, and what restrictions they impose, you are at a severe disadvantage going into your new career.
YOU VS A TEAM OF LAWYERS
As to the actual employment contract, this document is often drafted by a team of lawyers using significant time and resources to create a legal agreement that provides their client – the hospital or practice group – with the maximum possible leverage over you – the employee. With contract law, the hospital or practice group has a great deal of flexibility on how onerous and punitive the contract can be toward you as the employee.
Once you sign the contract, you are telling the court that you understand and accept the terms of the contract and all that it might reference. The court expects that both parties have willingly and knowingly negotiated and entered into this agreement with full knowledge and acceptance of the included terms. If you didn’t read the whole policy manual, or if you didn’t fully understand the non-compete section of the contract, that typically won’t impact how the court views your obligations to fulfill the contract – and all the parts included. Even the ones you don’t like or that seem unfair.
Some individuals rely on the concept that courts will not allow harsh or unfair sections of contracts to stand. That just isn’t the case, especially with recent trends in contract drafting.
It is true that in the past courts could use the doctrine of contra proferentem, which means the court could interpret ambiguous or unclear sections of the contract against the party who drafted the document. The logic behind this doctrine was that the drafter of the contract had the ability to make the section clear, and the fact the drafter didn’t means it should be construed against them and in favor of the non-drafting party. It is similar to me allowing my oldest daughter to break a cookie in half, and then me allowing my youngest daughter to pick the bigger half.
More and more professional employment contracts, however, include an exclusion against this doctrine. The exclusion usually states that both parties had the opportunity to use professional legal assistance in the negotiation of the contract and neither party should receive any advantage in the court’s interpretation as it relates to unclear areas of the contract. This ties the court’s hands in defaulting to your favor as the employee. And, this language makes your responsibility to review and fully understand the contract even more critical.
GET SOMEBODY IN YOUR CORNER
By consulting an attorney to review your employment contract you provide yourself with an advocate who will put your best interest at heart, and one who will strive to ensure you are in the best possible position throughout the contracting process. The attorney will provide you with a detailed list of the pitfalls and red flags within the contract, such as the non-compete and termination sections.
An attorney experienced in physician employment contracts can also provide a clear understanding of what can be considered competitive compensation and how compensation formulas work for your specialty. For instance, whether the leave time offered is adequate, or whether the causes for termination are standard for your field. During negotiation, this information can be critical in maximizing your position and moving the numbers in your favor.
Let’s consider the question again: should you consult an attorney, experienced with health care contracts, to review your physician employment contract? If you wish to protect your interests, your position, and your future, the answer should be clear.
Invest in the review process and place yourself in the best possible position as you begin your career.