Part 2--you're not being asked to redraft the entire contract, but rather to try to put together a more acceptable restrictive covenant paragraph that is not excessive/unfair to the doctor, and gives some protection to NA, i.e., a compromise approach such as a mediator would take.
Business Law Simulation Exercise for Managers: Contracts Part 2: Mediation Simulation Introduction: In this simulation, students analyze the Stipulated Facts and Longville case law and then work towards mediating a tenable solution to the dispute Assignment: In addition to the Stipulated Facts in Part 1, assume that NA and Blackwell agreed that they would submit to a private mediation. Assume further that the parties have agreed to avoid any contract formation or defense issues and narrow the dispute to one single issue, namely the enforceability of the restrictive non-compete covenant in the Blackwell Employment Agreement. Review the Concept Summaries and your notes from Chapters 6 and 7 in the textbook. Study the Stipulated Facts and Longville case law in the Simulation Exercise. The facts and cases should be read with the goal of understanding the differences and similarities between the court cases and the stipulated facts in the Neurological Associates v. Blackwell case so that groups can work towards a resolution that achieves the primary objectives of both parties. You should attempt to re-draft a more detailed and enforceable restrictive covenant that achieves, as best as possible, the objectives of each party: For NA, the protection of their legitimately protectible interests (trade secrets, goodwill and investments); for Blackwell, the ability to work within a reasonably defined area. Essentially this is asking you to draft proposed a proposed restrictive covenant from the perspective of NA and also a proposed restrictive covenant from Blackwell Acting as a mediator given the slightly divergent purposes of the 2 parties, draft a compromise restrictive covenant that would balance the interests of both parties.
In May 2015, Dr. Elizabeth Blackwell (Blackwell) had earned her medical doctor degree and completed all necessary requirements to receive a license to practice medicine in the state of Longville. She specialized in neurological medicine. Although she was offered professional opportunities in several large hospitals, she pursued an employment offer with Neurological Associates, LLC (NA). NA is a two-physician practice located in a small town in the southwestern area of the state of Longville and 20 miles north of Galway, the largest city in Longville. Although the pay was lower than that in the larger hospitals, Blackwell wanted to be close to her family and did not wish to engage in a practice that required the strenuous schedules associated with larger medical providers. NA was managed by two partners, Dr. Richard Cohn (Cohn) and Dr. Jean Valjean (Valjean). While negotiating Blackwell's employment agreement, Cohn was the primary contact and the parties agreed to compensation terms, vacation, on-call duties (after hours), and a fringe benefit package. The employment agreement included an arbitration clause requiring that the parties agree to nonbinding arbitration in the event of a dispute arising from the agreement. It also provided for Blackwell to have paid time off to study for and take the examinations required to become boardcertified in neurology. NA agreed to a $1,000 payment to be used for a course intended to help prepare candidates for the test. Blackwell began her employment with NA on June 1, 2015. Immediately after hiring Blackwell, NA paid for Blackwell to accompany the partners to a medical conference at which they were scheduled to speak. At the conference, Cohn and Valjean introduced her to a number of physicians in hopes of building the referral base for the practice. In July 2015, Cohn approached Blackwell and told her that he needed her to sign an additional document that was supposed to be part of her contract but that he had neglected to mention during negotiations. He explained that the document was standard procedure in medical practices and that he had been so busy during the negotiation period that he had forgotten to mention it to Blackwell. He went on to explain that Blackwell should sign the document by the end of the workday and that this would "make the lawyers happy." Blackwell felt that she should have a lawyer review the document, but Cohn insisted the addendum was normal procedure and she needed to sign it quickly to make things "legal." He emphasized that he would have to have the signed document by the end of the day or, as it was a condition of her employment, Blackwell's payroll check could not be processed until the document was signed. Blackwell reluctantly signed the document and submitted it to Cohn. In August 2015, Blackwell began to have conflicts with Cohn and, to a lesser extent, Valjean. While Cohn and Valjean took frequent vacations during the summer, Blackwell was left to staff the practice alone. She felt overwhelmed and met with Cohn to discuss a more equitable work schedule. Cohn refused any negotiation, explaining that Blackwell was hired as a "workhorse" and that her salary was fair given the size of the practice and market. Cohn urged Blackwell to continue her hard work and not to complain about her work schedule. Eventually, explained Cohn, Blackwell would become a partner in the practice and would enjoy the fruits of her labor. In September 2015, Blackwell continued to handle a very heavy caseload, seeing almost twice as many patients as Cohn or Valjean. In response to Blackwell's plea for additional staff, NA hired a new physician to help manage the caseload. Although Blackwell was initially relieved, the situation at work continued to deteriorate. The workload was such that Cohn kept denying Blackwell's request for time off to prepare for the upcoming board certification exam, advising her to put it off until the caseload lightened up a bit. Blackwell began to receive phone calls from recruiters trying to lure her away from the practice to work at a new neurology clinic in Galway Hospital (located in the city of Galway). The recruiters offered a significant amount of money because there was a substantial shortage of neurologists in the southwest region of Longville. However, Blackwell never pursued these opportunities because she believed the restrictive covenant prevented her from working in Galway. In January 2016, Blackwell was granted her paid leave to prepare for her board certification, and she took the exam in February 2016. However, after she returned to the practice, she began to feel even more isolated from the other physicians. On March 1, 2016, Blackwell, fed up with NA, announced that she was giving NA 60 days' notice that she was leaving the practice to join Galway Hospital and that her resignation would be effective on May 1, 2016. She anticipated starting at Galway on June 1, 2016. Galway was forming a new neurology practice group, and it had offered to employ Blackwell as one of the founding physicians in the group. Cohn immediately sent Blackwell a letter informing her that he accepted her resignation but that she had responsibilities under her contract that prevented her from accepting a new position with a competitor. In May 2015, Dr. Elizabeth Blackwell (Blackwell) had earned her medical doctor degree and completed all necessary requirements to receive a license to practice medicine in the state of Longville. She specialized in neurological medicine. Although she was offered professional opportunities in several large hospitals, she pursued an employment offer with Neurological Associates, LLC (NA). NA is a two-physician practice located in a small town in the southwestern area of the state of Longville and 20 miles north of Galway, the largest city in Longville. Although the pay was lower than that in the larger hospitals, Blackwell wanted to be close to her family and did not wish to engage in a practice that required the strenuous schedules associated with larger medical providers. NA was managed by two partners, Dr. Richard Cohn (Cohn) and Dr. Jean Valjean (Valjean). While negotiating Blackwell's employment agreement, Cohn was the primary contact and the parties agreed to compensation terms, vacation, on-call duties (after hours), and a fringe benefit package. The employment agreement included an arbitration clause requiring that the parties agree to nonbinding arbitration in the event of a dispute arising from the agreement. It also provided for Blackwell to have paid time off to study for and take the examinations required to become boardcertified in neurology. NA agreed to a $1,000 payment to be used for a course intended to help prepare candidates for the test. Blackwell began her employment with NA on June 1, 2015. Immediately after hiring Blackwell, NA paid for Blackwell to accompany the partners to a medical conference at which they were scheduled to speak. At the conference, Cohn and Valjean introduced her to a number of physicians in hopes of building the referral base for the practice. In July 2015, Cohn approached Blackwell and told her that he needed her to sign an additional document that was supposed to be part of her contract but that he had neglected to mention during negotiations. He explained that the document was standard procedure in medical practices and that he had been so busy during the negotiation period that he had forgotten to mention it to Blackwell. He went on to explain that Blackwell should sign the document by the end of the workday and that this would "make the lawyers happy." Blackwell felt that she should have a lawyer review the document, but Cohn insisted the addendum was normal procedure and she needed to sign it quickly to make things "legal." He emphasized that he would have to have the signed document by the end of the day or, as it was a condition of her employment, Blackwell's payroll check could not be processed until the document was signed. Blackwell reluctantly signed the document and submitted it to Cohn. In August 2015, Blackwell began to have conflicts with Cohn and, to a lesser extent, Valjean. While Cohn and Valjean took frequent vacations during the summer, Blackwell was left to staff the practice alone. She felt overwhelmed and met with Cohn to discuss a more equitable work schedule. Cohn refused any negotiation, explaining that Blackwell was hired as a "workhorse" and that her salary was fair given the size of the practice and market. Cohn urged Blackwell to continue her hard work and not to complain about her work schedule. Eventually, explained Cohn, Blackwell would become a partner in the practice and would enjoy the fruits of her labor. In September 2015, Blackwell continued to handle a very heavy caseload, seeing almost twice as many patients as Cohn or Valjean. In response to Blackwell's plea for additional staff, NA hired a new physician to help manage the caseload. Although Blackwell was initially relieved, the situation at work continued to deteriorate. The workload was such that Cohn kept denying Blackwell's request for time off to prepare for the upcoming board certification exam, advising her to put it off until the caseload lightened up a bit. Blackwell began to receive phone calls from recruiters trying to lure her away from the practice to work at a new neurology clinic in Galway Hospital (located in the city of Galway). The recruiters offered a significant amount of money because there was a substantial shortage of neurologists in the southwest region of Longville. However, Blackwell never pursued these opportunities because she believed the restrictive covenant prevented her from working in Galway. In January 2016, Blackwell was granted her paid leave to prepare for her board certification, and she took the exam in February 2016. However, after she returned to the practice, she began to feel even more isolated from the other physicians. On March 1, 2016, Blackwell, fed up with NA, announced that she was giving NA 60 days' notice that she was leaving the practice to join Galway Hospital and that her resignation would be effective on May 1, 2016. She anticipated starting at Galway on June 1, 2016. Galway was forming a new neurology practice group, and it had offered to employ Blackwell as one of the founding physicians in the group. Cohn immediately sent Blackwell a letter informing her that he accepted her resignation but that she had responsibilities under her contract that prevented her from accepting a new position with a competitor
