(Short Answer: a teensy-tiny paragraph that can cause major headaches later.)
By Erica Pero
When I review contracts for clients, one thing I ALWAYS point out is the MERGER CLAUSE. It’s a short paragraph toward the end of the document that says something like, “This Agreement represents the entirety of the negotiations between the parties.” It means any emails, conversations, texts, etc., are no longer part of the Agreement between the parties. If it’s not in the contract, it’s not enforceable.
This is important to understand because if my client is relying on an email thread that discusses compensation or call coverage, but the contract terms differ from the email, the contract is enforceable – the email is not.
The critical question to ask is: “Does this contract contain all of the relevant information we’ve discussed, is the information correct and is anything missing?” For example, let’s say you discussed reimbursement for travel costs, but the Agreement doesn’t mention travel reimbursement. When you submit your travel receipts and they’re declined, they can look to the Agreement’s merger clause – and you can’t.
Bottom line: read the contract and make sure everything you discussed is included.
Erica Pero, an attorney with Pero Law, focuses her practice on health law. She helps healthcare professionals navigate the complexities of running a business in today’s healthcare industry. Pero Law is a lean law firm committed to excellent customer service and exceptional legal representation. perolaw.com