You cannot successfully create or alter a practice culture by drafting documents.
You have to keep in touch with the street. OK, while the title was used in a Glenn Campbell song out of the 70s, it still brings up an important point for practice owners. How many clients are you seeing each day? Is it the same as the practice owners?
Routinely, I am called upon by practitioners (usually those who are buying or selling an animal hospital) to draft some kind of document or turn some type of phrase that can obligate another party to do something that they really shouldn't be strong-armed into doing.
Typically these requests are all over the map, but they all have a recurring theme. The buyer wants to make sure the associates already working at the hospital don't quit. The seller wants to be sure that staff members stay at the practice being sold until the buyer makes the last loan payment.
Others want to somehow contractually ensure that a minority partner will keep working just as hard as ever, even after the sale of another partner's ownership interest.
What these clients are looking for me to do is to enforce some limited type of indentured servitude. They are attempting to guarantee the behavior of practice personnel through the drafting of an instrument. I often give the effort a good solid try. However, I only do so after I share a little piece of wisdom that I never gleaned from a law book or was broached during business law or contracts classes. That is: You cannot successfully create or alter an office culture by drafting documents.
This advice didn't come to me through legal CE courses, and I didn't pick it up on Court TV. Instead, this vital legal drafting concept comes from the school of veterinary practice experience that includes busting my rear with some technician and a part-time receptionist three hours after we were all supposed to be home on a Saturday but opted instead to care for sick little puppies and kittens.
In short, I learn a lot about veterinary law when I keep in touch with the street. So can you.
Allow me to indulge with an illustrative example.
One notable situation occurred recently when I became involved with a veterinary practice that had somehow managed to convince a young associate to sign a three-year employment agreement. The doctor couldn't quit for three years, and the contract could only be terminable at the discretion of the employer. The hospital ownership wanted to know what steps could be taken to keep this associate from leaving the practice after only one year, which the young doctor wanted to do as a result of family commitments and changed circumstances.
"We can sue him, right?" this client insisted. "The contract gives us legal fee reimbursement and everything; plus the expenses of litigation would kill Dr. Jones and tie him up for at least 18 more months!"
Nice theory. And legally, it might possibly even work. But here's what the contract didn't (and couldn't) provide for:
Dr. Jones is a productive and client-friendly doctor. The practice I am describing wants him to stay because he is a true asset — pleasant to the staff and compassionate toward the clients. He is punctual, and he is honest. Is it realistic to expect that this practice "asset" will continue to be such a hot commodity for the business when he is tied to the clinic for two extra years by the threat of litigation? It's doubtful.
Then, let's assume for the time being that somehow, Dr. Jones complies with his contract and doesn't let it affect his work. What do you suppose Jones and technician Suzie and receptionist Katie will be discussing late on Saturday while they are tending to the sick puppies and kittens? I'll bet it would sound like this:
"Wow, Dr. Jones, I can't believe they are jerking you around the way you said on your contract!"
"When my performance review comes along, I'll tell that absentee idiot that I want a big raise, and he'd better plan on paying it or I'll walk."
"Licensed techs with my ability have a lot of doors open to them," Suzie adds.
Katie joins the fray: "You guys are right. I know they are looking for another receptionist, and even though I can't leave due to my finances, I sure will tell any new candidate what I think."
"You two are great to stay here tonight to help me," Dr. Jones says. "When I finally finish with this place, I will recommend you to my new boss. My contract prohibits me from hiring you myself but not from talking you up when I leave for another competing clinic. And I'm sure there will be a long line of doctors outside the door waiting to replace me after I chat with each interviewee about how I was treated ..."
Oddly, these street-based contract-drafting considerations aren't generally found in the footnotes to the legal forms.
Dr. Allen is a partner in Associates in Veterinary Law P.C., a law practice specializing in business and legal counsel for veterinarians and their families. He can be reached at www.veterinarylaw.com or call (607) 648-6113.