A standout veterinary contract
Last week a recent veterinary school graduate from Delaware sent me an employment contract to review. The one-year agreement called for an annual salary with reasonable health insurance and many of the typical benefits. But on closer inspection, I realized that this particular document was unusual—in a good way.
In short, this three-doctor private practice put together one of the best and most inclusive associate contracts I’ve read in years. I want to share some of the very thoughtful terms we found in the document, which manages to reside at the intersection of propriety, consideration and what I like to call “enforced professionalism.”
Tacit recognition of the at-will relationship
Let’s call the employer in this tidy little contract Professional Pet Practice. One of the introductory paragraphs in its employment contract provides that under any circumstances short of termination of the associate “for cause,” the terminating party is “strongly encouraged” to provide 60 days’ notice to the other. Sounds simple enough—so why is it unique?
This language recognizes that it’s nearly impossible to enforce a notice requirement in an associate employment contract. Employers can sue associates who abruptly walk out the door, but they’re unlikely to prevail in the many at-will employment states (i.e. all states but Montana). Moreover, best of luck to the the clinic recruiting for a vacated associate position once word is out that the last vet to hold the job was hauled into court.
If the associate is terminated without notice, she might get some traction in court should she initiate a lawsuit for lost wages. But she could still lose after time-consuming litigation during which her former employer dredges up every minor indiscretion and disagreement that took place during the employment period, claiming that she behaved in violation of her contractual obligation to foster a collegial and pleasant work environment. And of course, one person’s strong opinion is another person’s contractually prohibited insubordination (which would permit instantaneous firing).
Professional Pet Practice has sidestepped this foolishness by placing the onus of providing 60 days’ notice on the associate’s conscience and appealing to her professionalism (and also promising to extend the same courtesy). It’s inconsiderate to abandon a professional position without a solid reason and without a contractually promised notice, and that’s almost exactly what my client’s contract says.
Phased-in nonompetition terms
Professional Pet Practice’s employment document also includes a provision that I’ve long championed: the laddered noncompete.
In this particular contract it says that for the first six months there will be no noncompete obligation. After six months, the noncompete is in effect for one year. After one year, the noncompete increases by one week for every week worked—up to 18 months. This structure is easy to understand and highly likely to work well for both parties.
Courts don’t like veterinary noncompetition agreements because they infringe on the rights of employed doctors and on the rights of clients to select, unimpeded, the professional who will provide services to their animals. Courts will step in and enforce them, however, when there’s a reasonable balance between the risk to the employer posed by a departing associate and the ability of that associate to work elsewhere.
This laddering language fits the bill perfectly. First, it gives the associate a chance to learn about the new job and exit within six months if it simply isn’t a good fit. Second, the noncompete commitment evolves slowly and gradually, as the employer seems to recognize that clients don’t instantly attach to a new associate. The language is a win-win, allowing the associate to kick the tires of the new clinic while maximizing the ability of the employer to enforce the noncompete once it gradually comes into force.
Clear and descriptive dress code
It took me a while, but I’ve finally learned that a person with an advanced academic degree doesn’t necessarily have advanced common sense. I’ve hired more than my share of doctors who interviewed in professional dress, then shortly thereafter showed up to work in patently inappropriate clothing and footwear.
Some might consider putting detailed dress code verbiage in an employment contract to be over the top or kindergarten silliness, and there was a point in my career when I might have agreed. Since then, however, I’ve had to take doctors aside for uncomfortable chats about every imaginable clothing indiscretion—from the wearing of pendulous necklaces with a knack for getting caught on patients’ paws, to the seeing of appointments in a New York Yankees T-shirt and flip-flops.
Professional Pet Practice’s employment agreement covers just about everything pertaining to attire (e.g. slacks, no jeans, closed-toed footwear, scrubs with name tag or the doctor’s embroidered name). It’s all there in a single, neatly drafted paragraph. Bravo. I especially like the part where doctors are expected to “maintain a fresh set of clothes on premises.” Unblocking a cat is no excuse for making later appointments endure your stinkiness.
Will, not may
Finally, the contract steers clear of a little word I detest when I review an employment agreement. In contract law, the word “may” is about as useless as a negotiation with a dairy bull. It’s what you say to a 4-year-old about the prospect of getting ice cream after a trip to the grocery store.
At Professional Pet Practice, every doctor knows exactly whether they will receive health coverage for the upcoming contract year. The contract simply says that the employee will be entitled to participate in the clinic’s health plan, that the clinic will pay for two-thirds of the premium, and that plan details will be provided to the associate before he or she is asked to sign the employment contract. Professional Pet Practice employees also don’t wonder whether they will be reimbursed for their state license fee or attendance at the Veterinary Emergency and Critical Care Symposium. By using the word “will,” the contract leaves nothing to doubt or interpret.
Clear and professional contracts pay off
Employers and associates need to embrace fairness, collegiality and commitment in agreeing to an employment contract. That way, once the ink is on the dotted line, everyone knows where they stand and what they are expected to do.