Physician Hire Thyself
The recent 3rd U.S. Circuit Court of Appeals case, Edwards v. Geisinger Clinic, (case number 11-1528), may provide some guidance into how far Pennsylvania’s at-will employment doctrine is able to stretch. Although unreported, and therefore not precedential, this case certainly sheds light on where the mind of the Court is in matters such as Edwards. Edwards was terminated by Geisinger Clinic, in breach, Edwards alleged, of the terms of an employment contract he had with Geisinger Clinic. The Court disagreed, ruling in favor of Geisinger Clinic on its motion for summary judgment. Plaintiff Edwards was a physician from the United Kingdom on a temporary work visa, who was attempting to secure certification from the American Board of Radiology. Pursuant to the guidelines set by American Board of Radiology, certification can only be granted after four (4) years of uninterrupted employment at an approved program. At some point, Geisinger Clinic approached Edwards to discuss Edwards’ working at one of its clinics. The parties engaged in discussions negotiating the terms of Edwards’ hire by Geisinger Clinic. Through the aforesaid discussions, Edwards believed Geisinger Clinic was aware of the American Board of Radiology’s requirements and gave him six (6) years to secure certification. As a result of the aforesaid discussions, Geisinger issued Edwards an offer letter, memorializing its requirement that Edwards is to secure certification within six (6) years. The offer letter indicated that the offer was subject to Edwards’ executing a practice agreement; however Edwards denied receiving the practice agreement at the time he executed the offer letter. Instead, Edwards merely executed the offer letter, in effect accepting the offer, and, later still, executed Geisinger Clinic’s employment application. In arguing his position, the above-mentioned employment application is significant for Edwards as it contains specific reasons why he could not be terminated. Unfortunately for Edwards, while he was working toward his certification, his work visa expired, forcing him to return to the United Kingdom. Edwards quickly attempted to reenter the United States in order to complete his requirements for certification. Geisinger Clinic was extremely cooperative in Edwards’ efforts to reenter the United States, representing to the immigration authorities that Edwards had at least a three (3) year commitment with Geisinger Clinic. Ultimately, Edwards was readmitted into the United States and resumed his position at Geisinger Clinic. At some point not long after the above-events, Geisinger Clinic realized that Edwards had not executed the practice agreement. Geisinger Clinic quickly remedied the apparent oversight in a way Edwards would argue effectively amounted to duress by approaching him while he was in the midst of treating a patient. As a result of the alleged distraction of his patient, Edwards merely skimmed the practice agreement, apparently overlooking the “at will” employment language buried within it. Eventually, and unfortunately for Edwards, Geisinger Clinic terminated its employment relationship with Edwards before the end of the employment term Edwards argued was contained in the offer letter. Edwards believed his termination was a breach of the written contract he had with Geisinger Clinic. Edwards argued the following in support of his claims against Geisinger Clinic: (1) the offer letter he executed with Geisinger Clinic was for an express term of years and termination before the term was completed is a breach of the contract; (2) Geisinger Clinic apparently emphasized that at least a four (4) year term will be required in order to secure certification; (3) the offer letter executed by Edwards had no “at-will” language; (4) the offer letter contained restrictions on Geisinger Clinic’s ability to terminate Edwards (i.e.: therefore his employment was not exactly “at will”); and, (5) in assisting him in his efforts to reenter the United States, Geisinger Clinic represented that it had a multi-year commitment with Edwards. The Court was not persuaded by any of Edward’s above-described arguments. The Court pointed out that an “at will” employment relationship is the default employment status in Pennsylvania and will be presumed unless clear and precise evidence to the contrary can be proffered. Part of the aforesaid evidence required includes evidence of the intent of the parties, explaining that simply the “subjective expectation” of a definite employment term by an employee and the “hope” of an employer that an employee will continue his employment are not sufficient evidence. Ultimately, the Court believed the evidence available proved that both parties intended to enter into an “at will” employment relationship, or at the very least, did not expressly reject an “at will” relationship. In response to the five (5) arguments above, the Court ruled as follows: (1) the contract was in the context of the practice agreement which expressly indicates it is “at will.” The fact that Edwards skimmed and quickly executed the practice agreement was done at his own risk; his consequent ignorance of its terms is no defense from their enforcement; (2) Geisinger Clinic’s statements regarding the length of Edwards’ employment term were not sufficiently precise to justify ruling that they formed a contractual term (these statements fall into an “employer’s hope” described above); (3) the offer letter did not have to contain “at will” language for it to create an “at will” employment relationship as “at will” is the default status of all employment contracts; (4) the enumeration of reasons it could not terminate Edwards actually reserved Geisinger Clinic’s right to terminate for all other reasons not so enumerated; and, (5) while Geisinger Clinic provided the immigration authorities a copy of the executed offer letter, it made no representation that it guaranteed employment for the full term mentioned in the offer letter. Indeed, Edwards was as equally free as Geisinger Clinic to terminate his employment relationship “at will” also. When attempting to protect one’s employment rights under an employment contract, the Edwards case teaches the lesson that people should review the contracts they sign diligently and completely to ensure there is an understanding of the terms and securing a lawyer for this purpose is always recommended.
Originally published in Upon Further Review on October 3, 2012 and can be seen here.