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Contract Review

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  • Avatar Radonlake 
    Participant
    Status: Physician
    Posts: 38
    Joined: 01/24/2019
    Earnest refinancing bonus

    Small group rads here. I decided not to do a formal contract review – I think it is wasted money and wasted effort and excitement. The groups/contracts I considered had 0 room for negotiation in regards to the contract. All partners had signed the exact contract – why would they change anything for me or any partner, and now that I am a partner would I hire anyone who wants to change a contract we all go by? And even compensation, they showed good evidence that compensation during partnership tract was the same for everyone – and they were transparent about how things get split up as partners – so what would I negotiate, get more than my partners???

    I had one of my lawyer friends read over it to avoid any big pitfalls or crazy stuff. Almost all my colleagues who left groups because it did not work out had their contracts checked. It is not the contract that gets you in trouble, it is the culture of a group. I truly believe, they can achieve anything they want with or against any contract.

    #215164 Reply
    Liked by Tim, Vagabond MD
    Avatar Tim 
    Participant
    Status: Accountant
    Posts: 3059
    Joined: 09/18/2018

    There is one particular advantage that is essential and may not result in one change in money or even one word: Education. Each paragraph, word and sentence is there for a reason. Of course every physician is smart and can learn if needed. Unfortunately, contracts often refer to other legal documents. Malpractice, healthcare and conduct and obligations on the part of the physician and the group. If getting a review, make sure every concept and sentence is understood and interpreted correctly. When in doubt, get the attorney to educate you. If something seems to be missing, ask.
    Example, no non-compete? The answer was “If you don’t want to be here, we have zero interest restricting your options. Notice is our only request.” Further, if something arises they would consider waiving notice.

    #215251 Reply
    Avatar MSooner 
    Participant
    Status: Spouse
    Posts: 200
    Joined: 02/25/2016

    Question about tail coverage—

    My husband has been moonlighting in residency via program sanctioned opportunities. Malpractice coverage is through the hospital system. Is this something that we potentially need to worry about tail coverage for going forward?

    #216346 Reply
    Avatar Tim 
    Participant
    Status: Accountant
    Posts: 3059
    Joined: 09/18/2018

    Residency malpractice usually covers based upon when occurred. When you say “through the hospital system “, you know it will depend on the contract. Most likely he is covered. Easiest would be for him to ask.

    #216364 Reply
    Liked by MSooner
    Avatar MSooner 
    Participant
    Status: Spouse
    Posts: 200
    Joined: 02/25/2016

    I think we are going to end up with a legal review. The estimate was ~$1000, but we’re out of our depth with some parts of one contract he received–specifically the indemnification and non-compete clauses. We’re not necessarily expecting anything to change, but feel like we need to have a hard understanding of it before signing anything.

     

    #220035 Reply
    Avatar MSooner 
    Participant
    Status: Spouse
    Posts: 200
    Joined: 02/25/2016

    FWIW, we ended up having a lawyer in the state we will be moving to review it. We found it worthwhile–he gave a good “feel” for what was normal, helped us understand some of the more complicated clauses, and pointed out a few trouble areas we flat out didn’t catch at all. We had him write us a letter detailing these, forwarded it to the practice with some questions/asks, and had a congenial conversation about it all. In the end they changed some things and wouldn’t change others (honestly, we weren’t expecting that they would touch a few of them). We’re happy with the end result.

    Overall cost was less than $1000 and he is letting us pay in installments as a courtesy to understanding the money crunch at the end of training. I’d use him again–we probably will when it comes time for partnership.

    If anyone needs a referral for someone in TN, PM me.

    #225637 Reply
    Liked by Zaphod, q-school
    Avatar nephron 
    Participant
    Status: Physician
    Posts: 227
    Joined: 05/09/2019

    I am actually going through this process right now.   I hired a lawyer to review my contract when I joined the group as an employee, spent $800, the lawyer proposed a lot of things that I brought to my employers attention, I think that any changes that he ended up making only made the contract worse (he/his lawyer re-wrote the non-compete clause in a less favorable manner then it was before, etc), I ended up signing anyways because I needed to be in this area, he was the only hiring, and I think that I have had the same job that I would have had with or without the contract review.  Now that I am going to become a partner, my same lawyer is going to charge me some $1200-1400 to review the partnership papers, I don’t think that I will have any say in amending the documents, but I am still going to pay the fee because it is some 60 page document written in probably poorly written lawyer jargon and I just want to know what I am signing before I sign the document.  I agree with the sentiment that the contract doesn’t really help you stay in the group or when you leave the group, if you are joining a toxic group that is not fair, they will be a toxic group and not fair with the best written contract and you will just have to quit.  If you are joining a good group but the contract is worded very poorly and not in your favor, they will still be a good group because they will want you to stay.    Even when the employer blatantly violates the contract, your main recourse is just to quit the group, you could try to fight it out in court to get compensated for your losses (I had one partner with my old group who left and tried to do that), but I think that you are usually just better off writing the experience off and moving on as the process will be expensive in lawyer fees and costly in time with no guarantee of good results.  I don’t think that a lawyer or contract review expert will change your job very much, but they can be helpful in at least understanding what you are signing onto so you will have a better idea of when you should move on or how your group is going to operate.   The first renal group I joined who my partner ended up going to court over had hired another junior physician, decided that she didn’t like him, so made him take call every other week because she wanted him to quit of his own “volition” rather then pay unemployment for firing him, would have been good to have that spelled out in the contract, but again, your only recourse is basically just to quit.

    #225657 Reply
    Avatar Tim 
    Participant
    Status: Accountant
    Posts: 3059
    Joined: 09/18/2018

    “ I just want to know what I am signing before I sign the document.”

    A good working relationship can be turned into a bad relationship due to misunderstanding or ignorance.
    A bad relationship cannot be salvaged by a contract but the damages can be mitigated. It can be used for defensive purposes as well. Read it and understand it.
    First bad sign, “According to the contract….”,

    #225716 Reply
    Avatar fasteddie911 
    Participant
    Status: Physician
    Posts: 304
    Joined: 05/31/2016

    I am actually going through this process right now.   I hired a lawyer to review my contract when I joined the group as an employee, spent $800, the lawyer proposed a lot of things that I brought to my employers attention, I think that any changes that he ended up making only made the contract worse (he/his lawyer re-wrote the non-compete clause in a less favorable manner then it was before, etc), I ended up signing anyways because I needed to be in this area, he was the only hiring, and I think that I have had the same job that I would have had with or without the contract review.  Now that I am going to become a partner, my same lawyer is going to charge me some $1200-1400 to review the partnership papers, I don’t think that I will have any say in amending the documents, but I am still going to pay the fee because it is some 60 page document written in probably poorly written lawyer jargon and I just want to know what I am signing before I sign the document.  I agree with the sentiment that the contract doesn’t really help you stay in the group or when you leave the group, if you are joining a toxic group that is not fair, they will be a toxic group and not fair with the best written contract and you will just have to quit.  If you are joining a good group but the contract is worded very poorly and not in your favor, they will still be a good group because they will want you to stay.    Even when the employer blatantly violates the contract, your main recourse is just to quit the group, you could try to fight it out in court to get compensated for your losses (I had one partner with my old group who left and tried to do that), but I think that you are usually just better off writing the experience off and moving on as the process will be expensive in lawyer fees and costly in time with no guarantee of good results.  I don’t think that a lawyer or contract review expert will change your job very much, but they can be helpful in at least understanding what you are signing onto so you will have a better idea of when you should move on or how your group is going to operate.   The first renal group I joined who my partner ended up going to court over had hired another junior physician, decided that she didn’t like him, so made him take call every other week because she wanted him to quit of his own “volition” rather then pay unemployment for firing him, would have been good to have that spelled out in the contract, but again, your only recourse is basically just to quit.

    Click to expand…

    I have a similar perspective as you.  I had a job that was far and away my best, and to an extent, only good option.  So I read the contract carefully and felt I got a good sense of it and just signed away without a lawyer review.  I share the same sentiments as well about good contracts in bad situations.

    #225726 Reply
    Avatar Fugue 
    Participant
    Status: Physician
    Posts: 12
    Joined: 10/01/2018

    I used a lawyer who specializes in physician contracts. I thought it was invaluable. My group also gave me the canned contract everyone else had signed and said it was non negotiable. We’re in a big city too and they weren’t hurting for applicants. Still negotiated a huge amount of value out of the contract. I recommend a review from a specialized attorney to everyone.

    #226034 Reply
    Zaphod Zaphod 
    Participant
    Status: Physician, Small Business Owner
    Posts: 6186
    Joined: 01/12/2016

    Small group rads here. I decided not to do a formal contract review – I think it is wasted money and wasted effort and excitement. The groups/contracts I considered had 0 room for negotiation in regards to the contract. All partners had signed the exact contract – why would they change anything for me or any partner, and now that I am a partner would I hire anyone who wants to change a contract we all go by? And even compensation, they showed good evidence that compensation during partnership tract was the same for everyone – and they were transparent about how things get split up as partners – so what would I negotiate, get more than my partners???

    I had one of my lawyer friends read over it to avoid any big pitfalls or crazy stuff. Almost all my colleagues who left groups because it did not work out had their contracts checked. It is not the contract that gets you in trouble, it is the culture of a group. I truly believe, they can achieve anything they want with or against any contract.

    Click to expand…

    I dont think theres anything wrong with not negotiating if its a good deal and youre happy. But did they show you actual executed contracts demonstrating the above? This is likely not to be true, everywhere says this and its never yet been true in practice.

    #226040 Reply

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