Forming a Dental Partnership? Make Sure To Address These 4 Key Issues

Solo dental practitioners get to call all the shots, run their practice as they like, and control their own destiny. But going it alone also means paying all the bills, covering all overhead, assuming all management responsibilities, and competing with other practices that may have greater resources and reach. That is why many solo practitioners ultimately decide to join forces with one or more colleagues and form a dental partnership.

But for a dental partnership to succeed, the partners need to start on the right foot and be on the same page. As with marriages, the relationship between dental partners can deteriorate if they have different understandings of their roles and responsibilities, fail to communicate expectations clearly, or otherwise disagree on the management or direction of the practice. While no document can guarantee that a dental partnership will last forever, a well-crafted dental partnership agreement prepared with the assistance of experienced counsel can minimize the likelihood and fallout from conflicts and maximize the potential for a long and lucrative professional relationship.

As you contemplate your prospective partnership agreement, pay particular attention to these four key provisions:

Management Rights

Not all partnerships and not all partners are created equal. While an equal say in management may work for some, it may not be desired or optimal in other circumstances, such as when a more senior dentist joins forces with a more junior one.

A partnership agreement should specify who has the authority to make decisions, what decisions they are empowered to make, and how and when they can delegate decision-making authority. The agreement may also stipulate that certain, more significant management decisions require the approval of all or the majority of partners.

Non-Competition and Non-Solicitation Provisions

As much as a dental partnership may benefit all partners today, tomorrow may see one of the dentists decide to move on to greener pastures. When that happens, the remaining partner will want to ensure that those pastures don’t fill up with their existing patients and employees.

That is why dental partnership agreements frequently include non-competition and non-solicitation provisions. However, these provisions must be carefully tailored and not be overly broad or oppressive. Courts do not generally favor contractual provisions that limit the ability of someone to earn a living in their chosen profession, so judges carefully scrutinize these clauses, and deem them unenforceable if they are overly broad in scope or too vague.

Admission of New Partners

The partnership agreement should set forth if, how, and when new dentists may join the practice. Such provisions may include stating a minimum capital contribution that a prospective partner must make to join the practice or clarifying whether the decision to admit a new partner is subject to vote by the other partners. To ensure the new partner meets the partnership’s standards and qualifications, the agreement may include representations and warranties made by the incoming partner about their licensure status, malpractice history, and other matters.

Exiting the Practice

As noted, partners may decide to move on. The agreement should include provisions that establish a clear, orderly, equitable way for a dentist to leave the partnership. The contract may address whether a partner may dissociate before a set period and which events may be grounds for dissociation. It can also provide a buyout formula when a partner decides to leave according to the terms of the agreement or liquidated damages or other remedies if a partner dissociates in violation of the partnership agreement.

Serving The Dental Community For Decades

Over the past several decades, I have provided counsel and guidance for the dental community and other professionals licensed by the Illinois Department of Financial and Professional Regulation on a wide range of legal matters. If you are considering entering into a dental partnership, please give me a call at (312) 236-2433 or fill out my online form to arrange for your free initial consultation.

Illinois Dentists: Brush Up on These Tips If You Get a Notice From IDFPR

dentistIf you’re an Illinois dentist or other medical professional, there are three things you don’t want to see when you pick up your mail: junk mail, bills, and an unexpected envelope from the Illinois Department of Financial and Professional Regulation (IDFPR). The first is annoying; the second is the cost of doing business; but the third could cost you your practice, your reputation, and your career if you don’t handle things properly.

When you open that envelope and see that a complaint has been lodged against you and/or that you are under investigation, you have a critical choice to make. You can react emotionally and angrily; with righteous indignation at the complaining patient, the Board of Dentistry, or the IDFPR. Or you can do the right things that can help you whether the storm, effectively and rationally address the issues, and resolve the matter efficiently so you can get back to treating your patients.

If you are under investigation or have been accused of violations of the Illinois Dental Practice Act (the “Act”), acting out of emotions such as fear or anger can only make the situation worse and create problems that would not have existed had you only proceeded in a calm, thoughtful, and responsive way. So, keep these tips in mind if and when you find out you are being investigated by the IDFPR:

  1. Keep calm and carry on. While your heart may start beating faster when you get a complaint or notice of investigation, don’t panic. One, panic and irrationality rarely lead to good things and wise decisions. More importantly, panic is likely unwarranted. Many if not most IDFPR complaints and investigations against Illinois dentists are resolved either after an informal hearing or without any action being taken at all. Not that you shouldn’t take the matter seriously, retain experienced license defense counsel, and respond in a complete and timely manner. But keep in mind that during a long and successful dental career, you’ll have treated hundreds if not thousands of patients for any number of reasons. A complaint can arise from a cleaning as much as it can come from a root canal, and may be based on absolutely nothing of substance. Remember that as you try to return your blood pressure to normal.
  1. Address the issue. As unfounded as you believe a patient’s complaint or the IDFPR’s basis for investigating you may be, ignorance is not bliss. Failing to respond – or responding in a dismissive and contemptuous manner – just because you believe the matter to be bogus will create problems where perhaps none existed. Don’t angrily crumple up the letter or shove it in your desk drawer. Failure to respond in a timely fashion to an initial IDFPR inquiry could subject you to IDFPR discipline, even if there was no merit to the underlying complaint. For example, “failing, within 60 days, to provide information in response to a written request by the Department in the course of an investigation” is itself a basis for revocation or suspension of a dental license under the Act.
  1. Bite your tongue. One of the worst things you can do is respond directly to or take any adverse action against the patient or other individual who filed the complaint with IDFPR. Don’t stop treating a patient without doing so in accordance with the rules governing the profession, as “abandonment of a patient” is one of the 38 specified bases for license suspension or revocation set forth in Section 23 of the Act, along with such potentially retaliatory actions as “irregularities in billing” and ”immoral conduct.”
  1. Get an IDFPR defense lawyer. The policies and procedures that govern IDFPR investigations, hearings, and imposition of sanctions against dentists and dental hygienists are unique and complicated, and often times unwritten and informal. The rules can also be terribly unfair. Even skilled and experienced attorneys who do not practice before IDFPR can find themselves at a loss when dealing with licensure issues. You are no doubt smart and know your profession well, but don’t make the mistake of thinking that you can or should handle an IDFPR investigation on your own. Your reputation, career and livelihood are at stake.  Now is not the time to take a flyer and hope for the best. Call an experienced Illinois dentist and health care provider license defense attorney as soon as possible after you’ve received that dreaded letter, and let them ease your fears and take the steps necessary to protect your license and your future.

Louis Fine: Your Chicago IDFPR Attorney

The moment you are contacted by IDFPR or learn that you are under investigation is the moment that you should contact me. I will immediately begin communicating with IDFRP prosecutors and work with you to develop the strategy best suited to achieving the goal of an efficient, cost-effective outcome that avoids any adverse action. Together, we will get you back to you patients and dental career.

Please give me a call at (312) 236-2433 or fill out my online form to arrange for your free initial consultation. I look forward to meeting with you.