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Seminar dental contracts

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Employment Contracts for Dentists

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Seminar dental contracts

  1. 1. A Lawyer, a Banker & an Accountant . . . Robert C. Jackson, Esq. HSMcLaw.com
  2. 2. Dentist Contracts HSMcLaw.com ….or your Contract is as only as good as the person behind it
  3. 3. Contracts . . . we don't need no stinking contracts . . . HSMcLaw.com
  4. 4. HSMcLaw.com Think again. Whether you like it or not, if you work for someone else, you have a contract
  5. 5. What is a Contract? HSMcLaw.com
  6. 6. An Agreement HSMcLaw.com
  7. 7. Contract is an Agreement . . . Between Two (or more) persons Contains Mutual promises Can be Oral or in writing No “magic” (with few exceptions) HSMcLaw.com
  8. 8. HSMcLaw.com • Oral Contract, typically “At Will” • Personal Service Agreements • Independent Contractor • Employment Types of Contracts
  9. 9. No. 1 Rule of Contracting THERE IS NO SUCH THING AS A STANDARD CONTRACT! HSMcLaw.com
  10. 10. No. 1 Rule of Contracting Everything is Negotiable HSMcLaw.com
  11. 11. No. 1 Rule of Contracting Read and Understand Your Contract! Courts will assume terms negotiated Parol Evidence Rule - Will exclude prior statements HSMcLaw.com
  12. 12. Anatomy of a Contract • Head • Includes Title, identifies parties • Recitals (Background) • Purpose or reason for contract • Background facts • Not critical, but can be important HSMcLaw.com
  13. 13. Anatomy of a Contract • Body • “Meat” of Contract • Promises, Performance Obligations • Duties, Rights and Conditions • Closing • Signatures • Something acknowledging an agreement HSMcLaw.com
  14. 14. Typical Areas of Concern • Compensation and Benefits • Working Conditions (Duties, Shifts, Call?) • Term and Termination • Insurance and Risk Management • Growth Opportunities • Non-Competes HSMcLaw.com
  15. 15. Compensation & Benefits Most Common Methods 1. Salary 2. Production Based 3. Mix of the Two Bonus, Guarantee, Per Patient, % of Collections, etc .. HSMcLaw.com
  16. 16. Compensation & Benefits Top Three Reasons For Contract Disputes 1. Compensation 2. 3. HSMcLaw.com
  17. 17. Compensation & Benefits Top Three Reasons For Contract Disputes 1. Compensation 2. Compensation 3. HSMcLaw.com
  18. 18. Compensation & Benefits Top Three Reasons For Contract Disputes 1. Compensation 2. Compensation 3. Compensation HSMcLaw.com
  19. 19. Compensation & Benefits If you want to avoid contract disputes be Happy with or at Least Understand the Compensation “How to Avoid Contract Lawsuit 101” HSMcLaw.com
  20. 20. Other Important Terms Work Conditions: • make sure they will work for you • life style issues • realize your position • negotiable - good place for give and take HSMcLaw.com
  21. 21. Other Important Terms Term 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 HSMcLaw.com
  22. 22. Other Important Terms Insurance 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 HSMcLaw.com
  23. 23. Growth Opportunities Make 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 HSMcLaw.com
  24. 24. Non-Competes Highly Contentious in Florida Still Valid, despite what you may have heard Roller Coaster History Settled down somewhat HSMcLaw.com
  25. 25. Non-Competes Extremely 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 HSMcLaw.com
  26. 26. Non-Compete Pop Quiz Actual court cases in Florida “Compete” or “No Compete” Remember extremely fact and “fairness” based Results are unpredictable HSMcLaw.com
  27. 27. 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 HSMcLaw.com
  28. 28. 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 HSMcLaw.com
  29. 29. 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 HSMcLaw.com
  30. 30. 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 HSMcLaw.com
  31. 31. 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 HSMcLaw.com
  32. 32. 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 HSMcLaw.com
  33. 33. 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 HSMcLaw.com
  34. 34. Thank You Questions at end. Now . . the BANKER . . . HSMcLaw.com

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