违反竞业禁止协议的罚款
当医生签订雇佣协议时，他们通常会被要求同意竞业禁止协议。在医生的雇佣关系终止时，此类竞业禁止协议通常禁止医生在特定地理区域（例如，雇主办公室 5 英里范围内）和特定时间段（例如，终止雇佣后的两年内）内行医。一般而言，此类协议仅在地理和时间禁令“合理”的范围内才可执行。
竞业禁止协议通常还包括对违反协议的补救措施。首先，协议可能规定雇主可以向法院申请禁令救济，即法院命令禁止医生继续违反竞业禁止协议。
其他协议可能规定违约医生必须向其前雇主支付特定金钱罚款，即违约金。违约金要想具有强制执行力，必须是雇主因雇员医生违反竞业禁止协议而遭受的经济损失的合理衡量标准。当违约金超过雇主可能遭受的损失时，它们被称为罚款，并且不可执行。
A. Wojtowicz 诉 Greeley Anesthesia Services
科罗拉多州上诉法院最近在 Wojtowicz 医学博士诉 Greeley 麻醉服务中心案中作出的一项裁决凸显了医生竞业禁止协议中“过高”违约金条款的风险。
麻醉师 Wojtowicz 博士（W 博士）与一家专业公司（集团）终止了雇佣协议。协议规定，如果该医生的雇佣关系因任何原因终止，并且他在接下来的两年内继续在集团 25 英里范围内行医，他必须向集团支付违约金，作为其由此产生的费用的 50%，外加 10,000 美元，并没收他最后三个月获得的延期补偿。
科罗拉多州的一项法规禁止科罗拉多州法院阻止医生在特定地点行医，但该法规允许医生同意在终止雇佣关系后向前雇主支付因其与前雇主竞争而产生的合理损害赔偿金。
在 Wojtowicz 案中，法院认为此类损害赔偿必须是净利润损失的衡量标准，而不是收入损失。法院发现，有争议的违约金条款与该集团因 W. 博士被解雇而遭受的损害没有合理关联。因此，法院裁定竞业禁止条款是不可执行的处罚。
B. 启示
包括马里兰州在内的大多数州都没有像科罗拉多州那样的法规。然而，从沃伊托维奇案中吸取的教训可以推广到所有司法管辖区。医生雇佣合同中的竞业禁止协议中“过高”的违约金条款被视为惩罚，不可执行。
When physicians enter into employment agreements they often are asked to agree to covenants not to compete. Upon termination of the physician's employment, such covenants not to compete typically prohibit the physician from practicing medicine within a specified geographic area (for example, within 5 miles of the employer's office) and for a specified period of time (for example, during the two years after termination). Generally, such covenants are enforceable only to the extent that the geographic and time prohibitions are "reasonable."
Covenants not to compete also typically include remedies for violations. First, the agreement may provide that the employer can go to court for injunctive relief, that is, a court order prohibiting the physician from continuing to violate the covenant not to compete.
Other agreements may provide that the breaching doctor must pay his or her former employer a specific monetary penalty, known as liquidated damages. Liquidated damages, to be enforceable, must be a reasonable measure of the economic harm that will be suffered by the employer as a result of the employee physician breaching his or her covenant not to compete. When liquidated damages are in excess of the harm that the employer will likely suffer, they are called penalties, and are unenforceable.
A. Wojtowicz v. Greeley Anesthesia Services
A recent decision by the Colorado Court of Appeals, Wojtowicz, M.D. v. Greeley Anesthesia Services, highlights the risks of "excessive" liquidated damages provisions in physician agreements not to compete.
Dr. Wojtowicz (Dr.W.), an anesthesiologist, terminated his employment agreement with a professional corporation (the Group). The agreement provided that, if the physician's employment terminated for any reason, and he continued to practice within a 25-mile radius of the Group during the next two years, he was required to pay the Group, as liquidated damages, 50 percent of the fees he thereby generated, plus $10,000 and the forfeiture of his last three months of earned deferred compensation.
A Colorado statute prohibits Colorado courts from stopping a physician from practicing medicine from a particular location, but that statute allows a physician to agree to pay a former employer the reasonable damages arising out of the physician competing with the former employer after the termination of the physician's employment.
In Wojtowicz, the court reasoned that such damages must be a measure of the loss of net profits, not lost revenues. The court found that the liquidated damages provisions at issue were not reasonably related to the injury suffered by the Group by reason of Dr. W.'s termination of his employment. Thus, the court held that the noncompetition provisions were unenforceable penalties.
B. Implications
Most states, including Maryland, do not have a statute like Colorado's. Nevertheless, the lesson to be learned from the Wojtowicz case is transferable to all jurisdictions. "Excessive" liquidated damages provisions in covenants not to compete in physician employment contracts are viewed as penalties, and are not enforceable.
扫码联系我们