First in a four-part series: Associate contracts: When are they necessary?

There are a host of decisions and options facing newly graduating veterinary students as they work through their final year.

Some are planning long-delayed weddings, others are figuring ways torenegotiate the interest rate on their student loans or roll them over intohome mortgages. One item on almost everybody's mind, though, is trying tofigure out what job to take once you enter your veterinary career.

At the forefront of the decision-making process tends to be quality ofpractice and the learning experience to be gained. Other considerationsnaturally include a possible move to a distant place, how the new job willinterface with a position to be taken by a spouse or significant other aswell as a host of other interrelated factors.

This article, the first of a four-part series, will cover another importantaspect of veterinary school graduation-negotiating and signing an employmentcontract.

The employment contract is a complicated legal document with a numberof possibly long-term ramifications. It has the potential to pave the wayfor a smooth relationship between the employer and the employee if it isproperly drafted. If it is not, it can create more problems than would haveexisted if no contract were used in the first place.

This initial article in the series deals with the actual critical decisionof when and under what circumstances it is wise to sign an employment contract.Subsequent installments will discuss issues such as compensations, insurance,malpractice liability, disability, continuing education and vacation time.To begin with, though, it is vital that the employment contract conceptbe clearly understood.

Anticipate disagreement

Contract law is one of the most complex and extensive areas of jurisprudence.While most people do not become seriously involved with the criminal justicesystem and a limited number of people become involved with domestic relationslaw, we each begin making contracts the first time we reach up over thecandy counter with a quarter and take home a lollipop.

Contract law has evolved over centuries and it controls the civil rulesby which the rights of parties to an agreement can expect the governmentto protect and enforce the agreements into which they enter.

For example, if the government never was expected to force a businessto pay its employees, there would be no reason such a business could notagree to hire employees and then fire them as soon as they demanded a paycheck.Basically, contracts are oral or written understandings that lay out whathappens when and if push comes to shove. If there were never a disagreementbetween two contracting parties, no contract would ever be necessary.

It is this fundamental quality of anticipating the intervention of government(specifically courts, arbitrators and labor-related administrative agencies)which guides the initial decision as to whether the veterinary employmentcontract should be signed. It is important to understand the logistics offorcing the other party to comply with the terms of a contract before arealistic decision can be made to sign a contract.

What to focus on

When a veterinary practice owner provides a written contract to a new,potential employee-veterinarian for the employee to review, the naturalinclination is for the potential employee to bypass the legal mumbo-jumboand get right to what is widely seen as the "heart" of the deal:How much pay do I get, how many weeks of vacation and when am I on call?

When our office reviews a contract for a veterinarian-employee, my initialareas of interest are usually different from those focused on by the client.I know that if the pay isn't right or the vacation days aren't correct,those problems can likely be fixed during the negotiation of the next contractterm. What I want to know right off the bat is "where do the partiesstand if things don't work out?" My first glance is at the signatureline. Hopefully it is blank.

Details, details

* Rule No. 1: Don't sign until you are sure of the details. Althoughit may seem obvious, it is really important to seek a legal interpretationof an employment contract before the contract is signed. It is a relativelysimple matter to work out a contractual change with an employer before anagreement is signed. It is extremely difficult to work one's way out ofa bad contractual term once it has already been agreed to.

Considerations

* Rule No. 2: Carefully consider your decision to decline legalinterpretation of the employment agreement. Generally speaking, veterinarypractice owners do not write their own employment agreements. Not that theycouldn't, because written contracts can be fully enforceable without theintervention of any lawyer. Nonetheless, an employment contract presentedto a new associate has probably been, at the very least, reviewed by anattorney.

An important thing to look for in the contract (usually located towardthe end) is a statement which basically says: "Employee agrees that(s)he has had the opportunity to have this agreement reviewed by an attorney."This term was not simply thrown in to be fair to the new veterinarian. Thephrase is there to rebut an ancient presumption in the law that the personwho drafted a written agreement is to hold to a stricter standard than theparty who just signs the agreement that is handed to him.

So, while the legal doctrine says, "If there is a questionable term,the ambiguity should be resolved against the person who wrote it,"the contract is allowed to contain a provision effectively waiving thatpresumption. The "opportunity to have reviewed by counsel" clauseis designed to help bypass this presumption. This doesn't mean that thelanguage shouldn't be there. It just means you had better be sure you don'twant a lawyer to review the document before you sign it and thereby waiveyour right to do so.

n Rule No. 3: If you sign saying you negotiated, you'd better have doneso. Another provision that may seem as if it fits into the "legal mumbo-jumbo"category is a commonly used phrase which goes something like this: "Partiesagree that this agreement was negotiated and that the agreement shall notbe interpreted any more strictly against any one party." This is aprovision that is intended to block the employee from successfully arguingagainst enforcement of the employment contract. Historically, plaintiffshave had success in court by saying, "Judge, I didn't have any choicebut to agree to all the terms. This agreement was presented to me as 'takeit or leave it.' "

The "no more strict interpretation" language represents aneffort by an employer's attorney to preclude later argument by an employeethat the employee had no "bargaining position" in agreeing tothe contract. While the term itself is not improper, it is a signal thatthe employee needs to be comfortable with all aspects of the agreement beforeit is signed.

Next month: Automatic renewal clauses and termination notice requirements.