Associate contracts: Walk a mile in the practice owner's shoes

There is a fundamental concept about contract law that students learn in their very first weeks of law school. It's a concept referred to as "meeting of the minds."

When two parties agree to offer and carry out mutual promises (which is the essence of a contract), there must be actual agreement, not a general sense of common purpose or a vague idea that the two are headed in the same direction.

For example, if you agree to pay $1,000 per week for a summer beach rental, and the landlord says he is willing to rent the place for that price, you can shake hands and believe that you have a binding oral contract.

What happens if you get a bill from the landlord for the first week (June 21-28), and you haven't even moved in yet? Did the landlord breach the contract or did you? As a vacationer, you think the summer starts in July. The landlord says June 21 is the first day of summer. The reality: It would have been a cheaper vacation if there had been a meeting of the minds.

When a young veterinary graduate goes searching for a new job, it seems as if there are a million and one things to think about, the least of which are details of contract law. The new doctor is much more worried about whether she knows enough to do the job (she probably doesn't, but soon will) and whether or not she can pay back her student loans on time (it's probable, but might be a challenge). With all these concerns spinning in a new graduate's head, she may well be taken aback when that first employment contract is presented to her.

Suddenly, details she hadn't considered come jumping out of the woodwork.

"Why are they so concerned about the exact number of hours and days I will work?"

"Would it kill them to pay all of my health insurance premium? I am a doctor after all..."

"What is this in here about refill prescriptions don't get credited to my productivity figures?"

Thoughtful insight

If these details didn't come up during the job interview (and many probably didn't), you may have, as they say in the movies, "a failure to communicate." That, in essence, is the veterinary version of an absence of a meeting of the minds. Should the associate candidate let the perceived obsession with minutia fluster her? Should she feel insulted that all these details are addressed in the employment agreement? Should she write the whole thing off as a lack of trust? Maybe what is really called for is a little thoughtful insight.

In order to establish a true meeting of the minds between the practice owner and the new graduate job applicant, it is important for the associate candidate to look objectively at the person on the other side of the desk and try to picture the hiring process from the boss' perspective.

Consider these issues that are faced by seasoned practice owners and office managers:

• Work ethic means different things to different people.

I often hear that new graduates feel that it is not fair that a new job should entail 75-hour weeks and minimal vacation time. They often consider that a practice that asks for this level of dedication is run by "slave drivers" or "mercenary owners who don't have a life."

While it is entirely possible that some employers fall into one of these categories, consider this: Many practice owners worked relentlessly to get where they are. Others consider hard work to be a virtue and those who have other interests are demonstrating a character flaw. Still others simply have never sought or found a balance between work life and home life. If true, the owner is bound to be disappointed with a hired veterinarian who does not share the same philosophy unless the job applicant tells him.

It is far better to let a practice owner know that all work and no play is not the sort of life you want or plan to lead during the first few years of practice. The new doctor should make it clear what his expectations are and have those reflected in the employment agreement.

Don't be overcome with fear by not getting the job. It is much better than a year of resentment and unmet expectations.

• The associate's salary is often viewed as ridiculous by both sides. There is a persuasive argument that new veterinarians are not paid what they should be relative to the economic sacrifices they have made, and the efforts they have expended. Consider, though, those elements are not at the forefront of the employer's thinking. To many practice owners, both corporate and private, associates are "highly paid" graduate students who are using them as a first step to a position elsewhere once they have obtained useful on-the-job training. It is possible that there is an element of truth to both sides.

New graduates are slower, generally, and unable to generate the revenue bosses might like.

On the other hand, associates are expensive to keep around due to the costs of salary, benefits, insurance and other issues.

If a job applicant understands what the boss is thinking, she may be able to have useful input into the drafting of the final employment agreement.

Perhaps the applicant should mention something like: "I know I won't be able to work as fast as you do, so perhaps we should put in an element tying compensation to productivity."

"I will attempt to gain speed within my ability to maintain quality but meanwhile, full health insurance is critical for my family and would act as a real incentive..."

It would be almost impossible to overstate the importance of "getting into the head" of the other party during any type of negotiation. Remember, though, that negotiations toward a fair employment contract is more than trying to squeeze every nickel and benefit out of the other side.

The final relationship is in large part defined by the contract's terms. If there is a failure of the minds to meet, distrust and resentment may contaminate the relationship for a long time in the future.

Keep in mind: The ability of owners to generate a profit is under constant attack. Practice owners tend to see themselves as at the legal mercy of virtually everyone. People seem to be becoming increasingly self-interested. This tendency has the potential to breed cynicism and distrust on the part of both hiring owner/partner and the job applicant.

Dr. Allen is a partner in Associates in Veterinary Law PC, a law practice specializing in business and legal counsel for veterinarians and their families. He can be reached at www.veterinary-law.com, or call (607) 648-6113.