Translating Your Contract

Ah, the mystery deepens! Your contract. What does it mean? Why does it have so many pages? What kind of human would actually write something as dry and foreign as that? Are they all the same? Which parts of them really matter, and which parts can I skip over when I pretend to read it? In this article, I hope to shed a little bit of light onto this puzzling and ubiquitous entity.

I will confess that I supposedly made a huge faux pas when I went out to get my first job as a staff physician. But hey! Better that I make the big mistakes so you can avoid them, right? Allow me to fill you in…

As residents, we all have to sign a contract. This is usually an annual thing that program directors make you do just in case they decide not to rehire you for some reason each year. Each one is basically the same, and none of them are generally negotiable. Your director’s administrator tells you it’s ready to sign, you sign it and you thank your lucky stars that you still have a training program that calls you its own. When you go for that first big job, however, things are a little different. Your contract isn’t regulated by the ACGME. Your compensation, your responsibilities and your future ability to practice are often all contained within this holy document.

When I started looking for my first Big Girl Job, I was fortunate enough to land several interviews at a variety of different types of practices, each with its own unique setting. In each case, I tried to be diligent and proactive. I asked questions about compensation formats [as mentioned in one of my previous Lonely Surgeon articles]. I asked about malpractice tails. I asked about noncompete clauses. I peppered each chairman with all sorts of queries, both clinical and nonclinical. In each case, I was told the generalities by the chair as expected. But then, I made my mistake — I would ask to see a copy of the contract to look over as I made my decision.

In each case, a copy of the standard contract was sent to me by the business manager within a few weeks for my perusal. I probably had four or five of these to look over by the end of my search. I never stated that I was ready to sign any of these when I requested them. I just asked to look them over to see how they read. This seemed like a reasonable thing to do. I mean, who would buy a home or a car without looking over the terms of the loan first? A good friend and mentor told me much later that this was a huge error on my part. I was perplexed. How could my diligence and thoughtfulness be a bad thing? The answer I was given was simple: First, you agree to be married. Then you haggle about the ring. By asking to see the contract first, it was inferred that I was accepting the job offer. Even though I was very clear in all of my communications that I was not committing to anything, I am told that this is how the world works. In reality, nothing terrible happened… But it was a bit awkward after the fact.

I take some umbrage with this approach. I learned so much from poring over those contracts! Having the opportunity to see several of them really gave me a good flavor as to what matters in these things. Some aspects are fairly standard. Other key points, however, can be widely variable. In this article’s download, I will try to summarize some of what I found to be critical during this little research project. I would like to state, however, that contracts are not set in stone. After seeing how they differ, I realized that there is no such thing as a “standard contract.” As time has gone on and as more opportunities have crossed my path, I have also realized that contracts can be extremely flexible. If you are unclear as to what a paragraph means, you need to ask before you sign on the dotted line. If you are unhappy with how a part of a contract reads, you can have this discussion ahead of time. Employers should be willing to address your concerns before the final draft is approved.

I will save the less-sexy details of contracts for the downloadable, but I would like to emphasize one thing: Have your attorney help you with this! If you are early in your contract-wrangling experience, you will benefit from a pair of expert eyes. Even if you commit the great sin of reading the contract before you accept the job offer [which again, was an incredible learning experience… if you don’t mind the raised eyebrows that may follow], you will find that a lawyer’s interpretation of your contract may be quite different than your own. In fact, my own attorney gave me some great advice — I had to summarize in my own words what I thought each paragraph of my contract meant. I then had to email my summary to him prior to our formal discussion so he would understand my interpretation of what I was about to sign. This approach really packs a punch in terms of organizing your thoughts and revealing your knowledge gaps! I strongly recommend that you give it a try. It will make that conversation with your attorney much more meaningful.

Key Points

  • Don’t be afraid to ask questions about a contract
  • Don’t be afraid to ask the tough questions about a contract!
  • Read your contract — THE WHOLE THING! Do this before you talk to your attorney. Put it into your own words section by section.
  • Ask an attorney who has experience with physician contracts to review any contract before you sign it!
  • Talk to your mentors to learn from their experience… But don’t be limited. If you don’t understand something, ask around until you get your answer.

Downloadable Thoughts

Contracts are there to protect us. Make sure you understand how yours works and where its weaknesses may be before you jump into it. This article’s downloadable PDF is designed to spark a few talking points as you meet with employers and with your attorney. It is by no means comprehensive, so please add to it as you need! And as always, I welcome your feedback. Please feel free to reach out and remind me of things I may have overlooked here. Contracts can be a very intimidating topic, but there are always resources available to help you work through the process. Use them!

Until next time…

The Lonely Surgeon: Translating Your Contract Worksheet

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