Dr Michael Sernik, October 2003 - If you are thinking of hiring a clinician or if you are going to be hired as a clinician, this article is for you.
"We don't need a contract. We are friends and we have a gentleman's agreement." Since 50% of marriages end in divorce, and they all started out swearing undying love on the bible, a dental prenuptial might be a prudent move. So the standard next step is to pick up a copy of an agreement somewhere and get two lawyers, one for each Dentist and let the lawyers deal with the details. There are a couple of potential problems here.
Problem1.
The typical agreement you might pick up 'off the shelf' will cover a limited scenario such as Dentist Principal/Dentist Assistant arrangements. But it is quite common for the original Principal/Assistant arrangement to morph into an Associate/Associate arrangement. Experience has taught us that this is when the problems begin because both parties have opposing agendas and the details have not been agreed upon in advance. For instance, if a buy-in is an option, the new Dentist may be tempted to leave at this point and take his/her clients with them. (After 1 year, the Assistant will have gained client loyalty) No matter what anyone tells you, clauses that restrict trade are a gray area and are frequently contentious.
Problem 2.
Very few lawyers have had a lot of experience with these kinds of contracts. There are scenarios that are specific to Dentists that cannot be anticipated by the average lawyer. The saying, 'the devil is in the details' applies here.
Problem 3.
Lawyers are trained to gain every advantage for their clients, even if it means being somewhat unreasonable. In this adversarial environment small issues have a tendency of developing badly. This often leads to an agreement where one party is resentful, or simply no agreement at all.
Solutions.
Create agreements at the beginning, not (as most people do) as a response to a developing problem. Prepare multiple possible scenarios including all the fine details and have agreements to cover all contingencies in advance. No two agreements can be the same because there will never be identical circumstances, so all of this needs to be custom built. But agreements alone will not protect you. Create a process that has a powerful win-win built into the success of the arrangement and an unavoidable penalty for the defaulting party.
Conclusion
If the idea is for you to work together for a while with the view of ultimately forming some sort of partnership or associateship, it is vital that all the fine details of that associateship are worked out at the very beginning. Experience has shown that when this is not done, the fine details that were deferred, are the beginning of a series of misunderstandings and disagreements that will lead to the unraveling of all the agreements with lose-lose consequences for all parties (except the lawyers!!). Using an experienced professional will cost less than attempting to have someone inexperienced draw up Dentist-specific contracts.