What Are Some Important Elements of Medical Job Contracts?

Jennifer Spector, DPM:

Welcome back again to Podiatry Today Podcast, where we bring you the latest in foot and ankle medicine and surgery from leaders in the field. I'm Dr. Jennifer Spector, the Assistant Editorial Director for Podiatry Today. In this episode, we welcome back Ron Raducanu, DPM, today chatting with us about his observations on associate contracts, including helpful professionals, non-competes and understanding relevant terminology. He is a Diplomate of the American Board of Foot and Ankle Surgery and a Fellow of the American Society of Podiatric Surgeons. Well, welcome back, and let's dive right into it.

So obviously with this topic today, we're discussing it from the point of view of a podiatrist who's been through this process. However, it should be noted that no part of this podcast consists of legal advice, nor is it a substitute for the opinion of a legal professional. That being said, do you recommend that DPMs going through contract negotiations utilize a lawyer?

Ron Raducanu, DPM:

So there's two kind of avenues that I see with this. First of all, a lot of contract negotiations aren't really negotiations. I've found that many employers, and not just in our profession, just in general, this is what you're going to get. There's very little room for... maybe a little bit of wiggle room with vacation time and things like that. But the major things are generally pretty well set in stone. The way to answer your question, really, is what a lawyer's job is is to tear the contract apart and make sure that there's nothing illegal in it. Now, that can be done by another group of people. I used to work with, when I was in Virginia, we worked with a group that was basically like a medical management group, and somebody who was looking for a contract negotiator would actually go to this group, and it was a lot less expensive than an actual attorney.

They weren't attorneys, but they had thousands and thousands of contracts reviewed. So I can't say it's necessarily a waste to talk to an attorney, but you may not necessarily get out of it what you expect because they're just looking at the legalese. They want to make sure that whoever gave you this contract isn't trying to do something necessarily illegal. Now, that can also extend to things like non-competes, which I know we'll talk about in a little bit. But again, just like I talked about in the last podcast, you got to manage your expectations. They're not going to come in there and tell you, "This is the greatest contract you'll ever get. Take it." What they'll do is they'll look at every little line and tell you, "Okay, this shouldn't be in here. This isn't in your best interest." Almost half the contract will have red lines through it, and certainly, if you approach your employer with this contract full of red lines and say, "Change it," they're going to basically say, "This is what you get. If you don't like it, then see you later," kind of situation.

I also encourage everybody to actually... There are templates available online, thousands of employment contract templates. If somebody does a Google search for podiatry contract, you're going to find a hundred sites where you can print out probably what everybody else uses. And if you're going to go to an attorney, at least look at that kind of template so you have an idea of what to expect to see in your own contract. Then also, if you have attendings... I've helped many residents with that kind of thing where I look at their contract, say, "Listen, I'm not an attorney, but this is what your attorney's going to tell you." And invariably when they come back to me, they said, "You missed one or two points."

But it's the kind of thing where an attorney is there more to bail you out than to really help you in, which is sad to say. But yeah, I always find it difficult to answer that question because for better or worse, I've dealt with a lot of attorneys in my day. And if you self-educate yourself, you may not even meet it unless you have a specific legal question, like again, the non-compete, which we'll talk about in a minute.

Jennifer Spector, DPM:

Do you feel that it's important for a potential associate to really familiarize themselves with key terms and to be able to translate what's in that contract so that they fully understand what's in it? Maybe that's [inaudible 00:15:53].

Ron Raducanu, DPM:

I really do. In any profession, when you specialize in whatever it is you're specializing, you tend to kind of leave everything else to the side and have other people do that for you. But it's really important, especially with your employment contract, to at least have working knowledge of what it is. There's going to be a lot of legalese, a lot of terms that are garbage terms that really don't mean anything other than to a lawyer. But if you can learn to filter all that out and get to the meat and potatoes of what you're looking for in the contract, it's going to do nothing but help you.

You really want to sit down and be able to say, "Okay, what does this contract mean to me?" Let me put aside all the stuff that a lawyer's going to explain to me, but the meat of salary, benefits... There are certain things, and I think we'll talk about that in a minute, that you really have to be cognizant of yourself that an attorney may not actually point out. They'll say, "Yeah, it's there. It could be there, but it's not neither here nor there." But the impact it can have on you could really be tremendous.

Jennifer Spector, DPM:

So when they are diving into that potential contract, what components in your experience are important for that associate to be looking for and why?

Ron Raducanu, DPM:

Well, everyone wants to talk about salary and compensation and all that other stuff, and that's actually, probably, within the contract, the least important and the least impactful for you because it is what it is. That's something that you're not going to look at and it's not going to affect you five years down the road. Things like non-competes, which again, I think we're going to talk about in a little bit, but you got to look at that. You also have to keep in mind your geographic area. If your non-compete is really, really wide and really, really long-term, but you live in New York City and you practice in New York City, you're basically out of the state if you want to practice somewhere else. So that kind of thing.

Also, the terms of how you can dispute the contract is really super important. There are some contracts that will say that you have no... You are not allowed to go to a lawyer if there's a dispute, and if you don't go to a lawyer, the employer gets to pick the mediator, and then you have to pay if you lose. Well, that's not great because you have no say in it whatsoever. And if the mediator's being picked by the employer, you know there's some inherent bias in there because he's probably done it a dozen times for that employer. So these are kind of things you want to look for.

You also want to look for, there's certain contracts have clauses where if you breach the contract, you owe X amount of dollars without any recourse. I've seen up to like a hundred thousand dollars. If you breach any part of this contract, you owe the practice a hundred thousand dollars. And I mean, they'll find anything to get that a hundred thousand dollars from you. And one thing I like to tell people too is, within the contract for things you want, be as specific as possible. If it says your benefits are dues, quote, unquote dues, okay, but what does that mean? What dues? Could it be any dues I ask for?

So I always tell our residents and the students I talk to actually put it in writing. Yes, you want to see that it's APMA, ABFAS. Do they pay for the exam or just the certification amount? Yes, your malpractice. And I'm actually writing a blog right now, which I'll give to you in a little while, about the different types of malpractice and knowing what that means. If it just says malpractice in there, they cover your malpractice. You have to get more specific than that. And that's going to be in the blog, and I could probably talk about that for half an hour. But yeah, it's more a matter of all of these little individual parts that make up the whole. You have to at least have some kind of framework in your mind about what it means.

What's your PTO? Is it two weeks? Is it three weeks? If you work weekends, does it include the weekends? Other things like how they share call or what your call responsibilities are. Those kind of things should really be spelled out in there. Not the kind of thing where it says, "Oh yeah, you'll be on call." Okay, but there's six other doctors. Am I taking all the call? How is it split? "Oh, no, we'll deal with that when you start." No, no, no, no, no, no. That's a recipe for disaster. Something that's that vague... Some of the contracts I've seen where it effectively says in the contract they can call you at any time, any time of day, any day of the week for you to go into work from time to time, which is a very fancy legalese term that basically says they can do whatever they want. Well, if you want to look at your contract and you're okay with that, then great, but if you're not, which you shouldn't be, you need to specify exactly what everything means to you and make sure that it means the same thing to them.

Jennifer Spector, DPM:

Are there any other key components that you feel that new or even transferring associates should be advocating for specifically that may not be included in a standard contract?

Ron Raducanu, DPM:

For a new associate, not really, because they're all standard contracts. Again, I mean, if you just go on and you look at one of those standard podiatry contracts, they're all the same. Somebody who's been in practice for a little while, they really need to be cognizant of the malpractice situation and how that's covered. Oh, actually, now that I think about it, one of the things that the new practitioner wants to look for in the contractor, or at least talk to their employer about putting in the contract, is what happens with their board cases. And actually, this happened to me where I had collected all my board cases, and I still had two or three outstanding that I knew I wanted to submit, but I couldn't... I was out of the practice. I actually had in my contract that... Because in the contract it's going to say once you leave, you're not allowed to take any medical records with you. You're not allowed to contact your previous patients or whatnot.

But I actually had a clause in my contract at the time, my first contract, that for board certification purposes, they would give me copies of the medical records and any x-rays needed. And I remember I had three I had to get from them. And they were very good about that because it was in there, and there's no reason it shouldn't be. But for a new practitioner, that's something that is important. Also, if you're on a compensation and bonus package, somewhere in there, it has to say that the finances should be made available to you. What I advocate for is that if you've got one of those compensation packages with bonus structure, that every month you're given a printout of all the patients you saw, what was billed, whether it was collected, whether they got copays and whatnot. Because you really... I mean, that's the only way you can see if you're making your bonus or not.

Now, some practices won't actually allow you to look at that, and that's a problem in and of itself for both new and returning or older associates. Also the DME status of the practice. And within the contract, it actually has to say that the DME is yours, because if it doesn't, they're going to find a way to make sure it's not. So basically, if the office does DME within your bonus structure, it should say somewhere that the DME you dispensed is included in all that. Because if it's not and things start to get dicey, they can say, "Well, it's not included. It's not in the contract. Sorry." So again, it goes back to you really want... Whatever you think needs to be in there detail-wise specifically, it needs to be in there.

Now, an employer listening to this will laugh because they're going to say, "Well, I'm not putting all that in there. That's crazy. I mean, every little detail and whatnot." Well, okay, but again, managing expectations. If you think it's important enough that it has to be in there, and they're completely not amenable to that, well, you got to start thinking and scratching your head a little bit because it's business. This is business. This is a way to protect yourself. Now, even with the best contract, you may not be protected, but still, if it's in there, it's harder to kind of circumvent.

Jennifer Spector, DPM:

So there's a lot of varying advice out there, but what about non-competes? Do you have any particular pearls or insights from your experience on how these come into play?

Ron Raducanu, DPM:

Yeah, so the first thing to understand about non-competes is don't let anybody tell you they're unenforceable. That's a big fallacy out there. Realistically, if you really get down to it, they're kind of not, but in very specific situations. And there actually are states where non-competes for physicians are illegal, so look that up, and that you can find that anywhere. If you do a Google search for physician non-competes, states that are illegal, I think there's only eight or nine I want to say. But then there are other states that swing to one side where they're going to enforce just about everything. New Jersey happens to be one of them. New York too. And then there's states on the other spectrum. Now that being said, and I should have looked it up and provided you with the citation, but lately, there's been cases that have then gone to the Supreme Court under the 14th Amendment, which is basically your right to make a living. And basically, it's been argued that non-competes prevent people from making a living.

Now that also being said, the way the courts kind of look at it is what's the non-compete? Is it enforceable? Is it reasonable? So something like I mentioned before where if you're practicing in Manhattan and your non-compete is 25 miles and 10 years, the chances that that's enforceable if something should really go wrong... If you get the right judge, maybe he'll say, "No, no, no, no, no, you can't do this. We're in this huge urban playground. There's no way that you can basically tell this guy he has to move to Syracuse to do his livelihood." So it's really all a matter of reasonability, I guess. I don't know if that's a word. But it's also very expensive. People who haven't been involved in any kind of lawsuits at all, they cost a fortune. And if you're going to open up next door to the guy you worked for five years and built a following, you can expect that letter. You can expect that to not go your way.

But a lot of practices... I'll tell you, the first practice I was in, he basically waived it when I left. He just said, "You know what? You've got a family. Don't open up down the street, but if you're five miles away at the beach, I'm not going to come after you for that." Then again, there are some practitioners out there, if you're half a mile in that radius, they're going to come after you. The best piece of advice really is look at it, look where you are, look at the demographics of the area, and see how reasonable it would be for you if you had to leave the practice to establish somewhere else outside of your non-compete. You don't want to really go down that road. If you've never been sued or you've never had to be involved in any lawsuits, it's extraordinarily stressful. It'll cost you more than you could possibly imagine. So try to avoid it if you can.

Now, in some situations you really can't. But look at the non-compete. Do your own homework. Again, look at the timeframe, look at the radius that it's effective. Look where you are on the demographics of the people that you see, and see how reasonable it is. One thing I will also say is there are practices out there that have 58 offices and they think that their non-compete has to do with every single office, where if they've got one office that they go to half day a week, 25 miles away from one of their main offices or where their main hub is, they think they're going to get you if you're like five miles away from that office. And again, that's kind of a reasonable kind of situation where you'd be like, "Listen, you're basically covering the whole state. You can't expect me to have to leave just because you've got this one office that I was never even at."

Now again, there will be people that will go after you for that anyway. Whether they win or lose is a matter of who the judge is. But again, it's a matter of what's reasonable and what isn't. That's where an attorney can really come in. That's where really an attorney can help you and say, "Listen, I've fought 10 of these and 25 miles and this one office all the way out there where the main office is in an urban area, but this area is in the middle of nowhere prairie land." That's when they can really help you.

Jennifer Spector, DPM:

Is there anything else you'd like to add that you think DPMs need to know about this process?

Ron Raducanu, DPM:

I think, go out and find a generic template contract and read it. Just look at it. And do it soon. Don't wait until you actually have to really evaluate one before you get to know what it is. And if you have a friend or an attending or somebody you trust who can help you kind of go okay, and sit down with the contract and say, "This is what this means, this is what this means, this is what this means," and then maybe go with somebody that you trust and say, "This is what I want in a contract," and then they can help you piece that together with what you're given, that can go a long way. And again, just like I was saying, I think with the previous podcast, if you've got contract in hand and you've got some requests to change it, and your employer is very hesitant or gets irritated because you don't want to follow what his contract or her contract says to the letter, that should be a red flag for you.

Jennifer Spector, DPM:

Well, there's so much to think about here, and I realize we've just skimmed the surface of this topic, but hopefully it will provide some food for thought derived from your experience. To the audience, we hope you'll join us for this and future episodes of Podiatry Today Podcasts. And don't forget to check out our entire library of episodes on SoundCloud and on your favorite podcast platforms.