Looking beyond the offer letter

You’ve been offered a position you’re interested in, you’ve gone through the contract several times and now it’s time to sign.

Sure, the contract seems interminably long with tons of verbiage at the end, but your potential bosses at the hospital or medical group insist it’s their standard contract. All that small print at the bottom, which is loaded with legalese, can’t be all that important, right?

“[The integration] clause nullifies any oral or written representations made to the physician prior to signing including e-mails, oral promises, handshakes and letters of intent.” –  Chris Brown, JD, Health Law Firm, Altamonte Springs, Fla.

“Nothing could be further from the truth,” says Chris Brown, JD, an attorney with the Health Law Firm, Altamonte Springs, Florida. “At the end of a contract, you’ll find a lot of boilerplate language with miscellaneous provisions. It’s extremely important to take this section of the contract very seriously.”

What’s contained at the end of the contract is called the “integration clause.” It states that the content of the contract constitutes the complete agreement between the two parties. Additional language states that all prior negotiations and documents are superseded by the signed contract.

“This clause nullifies any oral or written representations made to the physician prior to signing including e-mails, oral promises, handshakes and letters of intent,” says Mr. Brown. Anything presented prior to the contract and not written into the contract won’t be enforceable. (Tweet this.)

Often, he adds, physicians make the mistake of thinking that the offer letter is legally binding because it contains most (if not all) of the important details, including the position being offered, start date, salary, and perhaps other things such as signing bonus, staff privileges, call schedule and paid time off.

But the offer letter is nothing more than an “official” statement that you’ve landed the job. The purpose of the letter is to make sure you and the employer are in general agreement and to move verbal negotiations and e-mails to the next step.

Additionally, the letter serves to show you that your prospective employer is serious about hiring you—but any signature on the letter is not legally binding. That’s also the case with e-mail: Either party can walk away from a series of e-mails or even from a signed offer letter with neither owing the other anything and with no penalties incurred.

Mr. Brown describes one physician client who received many promises via e-mail prior to assuming a position. But the practice didn’t follow through on many of those promises, including essential areas like call coverage and time off.

“This is a very powerful and challenging situation because the promises made via e-mail were not reflected in the final contract,” he notes. While he’s optimistic that the case can be won, he emphasizes the need to avoid the situation completely.

“The best way to protect your interests from nasty surprises buried in the boilerplate integration clause,” Mr. Brown says, “is to show the contract to an attorney before signing. “