Articles Posted in Contracts

As a healthcare and business law firm, we routinely review and analyze employment agreements for physicians and other providers both when negotiating an agreement and after a dispute has 20150713_Contract_SS_144478477arisen.  Through our experience, we have developed tips and learned what is common, what is likely to cause disputes, and what is important in a practical sense for our provider clients.  This post intends to outline three practical questions we believe important for our provider clients to consider when reviewing employment opportunities.

Question 1: Can I Complete all Contingencies Prior to my Start Date?

First things first, as a physician or other medical provider, you will necessarily be required to hold licenses, certifications, memberships, hospital privileges, provider numbers, etc. prior to providing services.  Especially for providers just completing training, it is important the agreement allows you sufficient time to complete all contingencies before employment begins.  If you are hesitant about your ability to complete the requirements before the start date written in the contract, there are changes to the contract you may be able to request, although there is no guarantee the employer will accept.  First, you can request a later start date to give you sufficient time.  Second, you can ensure there is language recognizing that the parties may agree on a later start date without terminating the agreement.  Although the parties almost always have the option to modify contract terms, including language specifically referencing the ability to modify the start date is useful to set clear expectations.  In our experience, clear expectations help avoid future disputes.

As a healthcare and business law firm, we have many business entity clients.  It is common for business-minded individuals to operate multiple registered companies.  When entering business contract-300x200contracts, it is easy for the entity name to be mistyped, written in an abbreviated or well-known form, or somehow written incorrectly, especially for those individuals operating many similar entities.  There is generally no substantial penalty for such an error, however, it can cause unnecessary trouble should a contract dispute arise, including placing the rights, duties, and liabilities under the contract on the individual who signed as the nonexistent entity.  This post intends to alert our business readers of this easily avoidable pitfall and provide an overview of how Georgia courts handle such situations.

To start, the best practice is to sign business contracts using your businesses registered name.  To verify the full and correct business name of your entity in Georgia, you can visit Georgia’s Secretary of State website.

If, however, the contract has been signed by an individual purportedly acting on behalf of a nonexistent entity, the general standard is: “[A]n undertaking by an individual in a fictitious name is the obligation of the individual.”  Courtland Hotel, LLC v. Salzer, 767 S.E.2d 750, 752 (Ga. Ct. App. 2014).  Put another way, if you sign as a fictitious entity, you undertake the responsibilities agreed to by the fictious entity.

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