A Case About a Restriction Argument Between Neurological Associates Llc and Blackwell

Published: 2021-07-11 17:50:04
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Introduction
In businesses, there is involvement of various agreements made during different processes. It is due to this that exists a contract law. Therefore, contract law is a body of law that is necessary to enforce and make agreements between parties. Contracts are categorized into various forms: written and oral, bilateral deal versus express contracts versus quasi-contracts, valid versus void among others. They are formed when two or more parties reach a common pact on terms, and it meets formation requirements. A contract that is properly built qualifies to be legally enforceable. Also, for a contract to be legally binding, the agreement should have a legit assent, and the terms should be written as required by the statute of frauds. Therefore, the agreeing parties must always ensure that they have a genuine consent and a good faith performance. Accordingly, this essay comprises of a case between two parties, which are; Neurological Associates and Blackwell. In this regard, an understanding of the contract law is applied in the corporate sector through simulation. It helps the learners to acquire a close real-world experience, apply legal doctrines and use critical and analytical thinking skills. Therefore, simulations are a chronological decision-making process in which participants partake a role in managing tasks and working towards realizing a tenable solution. It is structured into three categories: hypo ethical fact pattern, a set of two hypo ethical case summaries from Longville appellate court and an assignment sheet.
Issue
Given the objectives of each party; for instance, NA’s desire to protect their legitimate business interest: Blackwell’s desire to practice medicine in South-western Longville), could the parties agree to a reliable, non-judicial solution that is mutually beneficial? What terms would you propose?Short Answer
No, this is because both the parties have a strong desire to defend their interests. The parties had signed a written agreement which stops Blackwell from going to practice medicine in South-western Longville; however, due to the unconducive working environment, she insists that the covenant should be breached I order for her to achieve her interest. The fact that while signing the agreement she was under duress makes it better to leave NA since the restrictive covenant does not meet the threshold requirement.
Statement of Facts
Blackwell is practicing medicine in the state of Longville having received a license to do so after meeting all the possible requirements. Being an expert in neurological medicine, she was absorbed into Neurological Associates, LLC (NA) after declining many offers that came her way despite giving her higher pays. She chose to work here because wanted to be close to her family. Also, she did not want to work in places that had vigorous schedules that were related to large medical providers. Two partners managed NA – Cohn, and Jean. While negotiating Blackwell’s employment terms, Cohn was the one present to agree on behalf of NA. The parties agreed on compensation terms, working hours, fringe benefit package and vacation terms. Also, the agreement contained an arbitration clause which required that in case of a conflict arising from occupation contract the two parties should reach a deal to the nonbinding arbitration. In the agreement, Blackwell decided to pay $ 1, 000 for a course that was to help with preparation for the test. On 1 June 2005, she began her employment with NA, promptly after being hired, NA paid for her to join them to a medical conference in which they were scheduled to give a speech. Blackwell was introduced to various physicians at the meeting.
Later in July the same year, Cohn approached Blackwell for him to sign an additional document that was one of the papers which he failed to provide during the negotiation. The document was named Addendum to Contract Restrictive Covenant and non-compete clause. Cohn tried to explain to her why it was vital for her to sign and the end of each working day. In the first section of the document, considering the exchange of useful, valued and sufficient, the parties agreed to be bound by: the first three years after the separation from NA, Blackwell decided that she will not make contracts with any neurological service provider nor compete with NA in anyhow with a radius of 50 miles of NA‘s practice location. As years progressed there was more restriction in the south-western region of Longville, due to this, Blackwell thought of having a lawyer to look at the document. However, Cohn persisted that addendum needed to be signed as quickly as possible to make things legal since it was a standard procedure. Cohn insisted further that Blackwell should sign the document before the end of the day. Blackwell resisted till the time Cohn threatened not to process her payroll till she signs. Unwillingly, she signed the paper and gave it back to Cohn.
In the year 2009, the month of August, conflict arose between Blackwell and Cohn and a little bit between Blackwell and Valjean. By signing the document, Cohn and Valjean could take regular vacations while leaving Blackwell to take care of other activities alone. Due to this, she was overwhelmed with the job, and she had to meet Cohn for them to discuss a new working schedule. However, Cohn denied participating in any negotiations with Blackwell arguing that she was hired as a workhorse and her salary was enough because the size of the market and practice was small. Cohn continuously urged her to work hard and avoid grumping. Eventually, in September 2009, Blackwell was accompanied by a new staff who was hired to help in reducing the caseload. Regardless of this, the working conditions continued to deteriorate, her efforts seeking for time to prepare for certification exams bore no fruit. As time, passed, Blackwell could receive very many phone calls from employers who were willing to offer her a place of work at a significant price. However, she could not show up due to the restrictive covenant she made with the company which prevented her from working in Galway.
Finally, in January 2010, she was allowed to go for leave for him to prepare for the exams which she did in February after which she embarked on her duties. Upon her resumption, she felt more isolated from the rest of the staff. Due to this and very many challenges, she gave a 60-day notice that she could be leaving NA for Galway Hospital in the City of Galway. Her resignation was to be valid from May date 1st after which she could join Galway on 1st June 2010. Instantly, Cohn drafted a letter of acceptance for Blackwell’s resignation. Nevertheless, she was limited from accepting any position with the competitors within Galway since in her contract she had responsibilities.
Protecting Reasonably Necessary Interests
The restrictive may be enforceable under certain circumstances, for instance, if in a particular geographic area an employer does not compete, all restrictions that are overly abroad in the geographical area makes the covenant to be considered enforceable. In the restrictive agreement between Blackwell and NA, Blackwell had signed a contract that barred her from signing any contract with any NA competitor within 50 miles from NA location. Galway hospital in which Blackwell was called is located at Longville; this is 20 miles away from NA’s practice location. Therefore, in the case of Blackwell and Neurology associates, to conclude it, there are instances to determine whether the actions of Cohn signing the restrictive covenant on behalf of NA alongside with Blackwell contains enforceability.
Regarding this, we should, therefore, seek light in understanding four main ideas and the applicability of the agreement between Blackwell and Cohn even though Cohn compelled Blackwell to sign the document. It is essential to understand the real interest NA holds by choosing to uphold the agreement. The impacts of the case on the NA should, therefore, be realized. With the company doing so, job seekers will not be willing to work with NA; this, therefore, will make them not meet their objectives. Also, the outcomes of the case are going to affect the medical practice referral base since the relationship with nearby hospitals will be affected. Also, this action shows that NA is not protecting the reasonably necessary interest of the practice.
Regarding this, in the point of law, the state of Longville court only reinforces a restrictive covenant if at all it is meant to safeguard the legitimate wellbeing of the employer. For this case, the non-competition agreement was so unreasonable because it was never intended to support the legitimate interests of the employer. In the first place, Blackwell was under duress when she signed the document. She was not willing to do so. Some of the business interests that the court has confirmed to be legitimate are; customer goodwill, investment in the employee, and trade secrets. As such, once an employer meets all this, she is said to have reached the threshold requirement hence enforceability of a covenant. Regarding this, we can conclude that NA’s interests were not legit since they were not part of the benefits mentioned above. Additionally, one of the recognized benefits of the court is for the employer to provide financial resources to her employees for them to acquire specialized training in their various fields. However, NA defiled this since they did not give Blackwell easier time to attend training and expand the knowledge. After meeting the threshold requirements are reached, the next thing is the application of balancing tests. Here the employer’s business interests are weighed against an employee’s benefits. When doing the same, the public interests also should be looked upon. Upon considering the tests, the interest of the public is served leading to the striking down of the covenant against NA does not cause any public harm. Some of the remedies that Blackwell was entitled to be some circumstances like; signing the document while under duress. Also, there was no stiff competition from the renders of similar services. Also, the duration set by NA didn’t balance with the interest of the employee to earn a good living in the chosen profession. Within the region. The court found that the territorial scope and time limitations were unreasonable.
Moreover, although the covenant limited Blackwell from signing a contract with competitors, the restriction could only be reasonable if the hospital was regional. However, in this case, the limits were to serve some individuals. Therefore, a tenable solution to this is, Blackwell should be freely allowed to move out of Neurological associates’ practice location and allowed to work at any place she could be willing to work at. This is because the restrictive covenant will be considered enforceable because Blackwell had declined to sign it, but she had to sign due to the pressure she got from Cohn to do so. Also, the interests that Neurological associates had were not legitimate as provided by the state Longville court. Moreover, NA should understand that restriction covenants are at regional levels but not for some providers within the region.

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