Summary Of Contracts: Neurological Associates Vs. Blackwell

Contracts: Neurological Associates vs. Blackwell

In the Longville case, Elizabeth Blackwell who has received her medical degree specialized in neurological medicine accepted a job offer with Neurological Associates. Blackwell was then introduced to Dr. Richard Cohn and Dr. Jean Valjean, the two partners who managed Neurological Associates. Cohn, who was the primary contact spoke with Blackwell and came to an agreement of benefits Blackwell would receive while she was employed with NA. However, once Blackwell was hired Cohn had asked Blackwell to sign a document that was part of her contract, in which he had failed to inform her of during the previous negotiation. Cohn had informed Blackwell that the document was a normal procedure and she

needed to sign things quickly to make it “legal” (311). The contract had stated that Blackwell could not work for any neurology services for 3 years after her resignation from NA. As time had passed by Blackwell was not very happy with her experience at NA as she began to have many conflicts arise. Eventually, she had received a job offer at Galway in which she was interested in and had decided to resign from NA. Cohn was fine with Blackwell’s resignation but had informed her that because she had signed the contract she was not able to work for their competitors, therefore she couldn’t accept the job at Galway.

Issue 1: For the new obligation of the non-compete agreement was there any additional consideration on behalf of NA to support it?

Defining Issue: In order to make an agreement binding one element that must be used is consideration. Without consideration an agreement may not be enforceable, even if there has been an offer and acceptance. What a promiser demands and receives is the price for the promise, which is consideration. A person who makes the promise is called the promisor, while the person to whom the promise is made to is called the promisee. However, the promisor is not entitled to consideration.

Looking into the contract agreement of Neurological Associates vs. Blackwell the issue is whether or not there was consideration. To make a covenant binding NA at the time of hiring Blackwell should state that in order to be hired Blackwell must agree to enter a covenant to not compete. The hiring of Blackwell would then be consideration.

In the case on part of the NA there was not adequate consideration because at the time of the hiring Cohn had not discussed the non-compete covenant with Blackwell. Instead Cohn had approached Blackwell a month after he had hired her and stated that in order to make the “lawyers happy” she should sign the paper immediately as it was just a normal procedure (311). Due to this reasoning it appears that Blackwell has a stronger case as she can argue that there was a lack on consideration therefore, the non- compete clause is not an

obligation.

Issue 2: When Blackwell had negotiated her employment agreement with Cohn was there any form of misrepresentation?
Defining Issue: Misrepresentation is when a party agrees to make a promise or representation of material facts that are not true (201). There are two forms of misrepresentation; innocent misrepresentation and fraudulent misrepresentation. The primary difference of innocent and fraudulent is the available relief to the innocent party (201).
Once Blackwell had accepted her job offer from Neurological Associates she had sat down with Cohn to negotiate employment agreements. Both parties had come to an agreement on compensation, vacation, after hour on call duties, fringe benefit package, and most importantly paid time off for Blackwell to study and take the exams needed to become board-certified in neurology (311). As four months have passed by since Blackwell was hired many problems were encountered between Blackwell and Cohn. One of the major issues consisted of Cohn denying Blackwell’s request for time off in order to prepare for the upcoming board certification exam. Cohn denying Blackwell’s request is a form of misrepresentation as both parties had agreed she would receive paid time off for the exams. Instead Cohen had failed to keep his end of the agreement therefor Blackwell has a strong case of misrepresentation on the employment agreement on NA.

Issue 3: When it came to signing the contract was there any form of duress imposed on Blackwell by NA?
Defining Issue: Economic threats, threats of termination, threats of violence, threats to breach a contract, and threats where the other party has no choice is a duress (204). The contract if signed however is voidable if there is any form of duress. In the case Cohen has showed some signs of economic threats as he approached Blackwell and had informed her that she needed to sign the document by the end of the day in order for it to be “legal”, or else she will not be receiving a paycheck until she does so (311). In this case, in order for Blackwell to sign the contract Cohn has used unfair coercion therefore meaning that Blackwell may avoid the contract using the law of duress.

Issue 4: Was there any form of undue influence asserted on Blackwell by NA?
Defining Issue: “A party who has been induced to enter through a contract through the improper pressure of a trusted relationship” is undue influence (204). An influenced party is able to avoid the contract when the court has determined there is some sort of relationship involving fiduciary duty, or duty to care in which might make the terms of the contract “unfair” (204).
Between Cohn and Blackwell, there was an instance of improper pressure of a trusted relationship being shown. As stated before, Cohn had spoken to Blackwell about having a document signed, in which he claimed was just a normal procedure and unless she signed the document she wouldn’t receive a paycheck. Earlier, it was stated this was a form of duress however, Cohn had taken advantage of his power as a boss to convince Blackwell by threatening her to sign the contract. This is considered an act of undue influence according to the doctrine Cohn had abused his power and Blackwell will have a stronger defense in this case.

Issue 5: In the employment agreement and contract was there any unconscionability?
Define Issue: When a contract in which the consideration is grossly unequal the contract may be avoidable under the defense of unconscionability (204).

In the case there has been some cases in which the defense of unconscionability comes into play. As stated in previous issues Cohn has approached Blackwell by using his power into luring her to sign a contract in which was not mentioned at the time of negotiation. Also, the contract stated that for a period of 3 years after resignation Blackwell will not be able to be employed at any other neurological services or competition within a 50-mile radius of NA. Another issue was Cohn and Valjean taking many vacations while Blackwell was overwhelmed with loads amount of clients, however when it came time for her examinations she was rejected her agreed paid time off to study. Blackwell was rejected the opportunity to better herself education wise even when an agreement was made. Also, in any case of resignation Blackwell must wait an extreme amount of time to be employed unless she were to travel past a 50-mile radius from home, in which can be very far especially when Blackwell was not informed of this contract. Each of these has shown how unfair Blackwell has been treated. Blackwell has a strong defense of

unconscionability.
Issue 6: Has NA negotiated and created an enforceable contract?
Define Issue: If a contract is not enforceable it is of little use in the law (200). In order for the contract to be enforceable is must be in writing and result of genuine assent. If there is misrepresentation, duress, undue influence, and unconscionability then there is a lack of genuine assent (201). As stated in all the issues Blackwell has a defense in each four terms, therefor meaning that NA has not given Blackwell genuine assent and the contract is not valid in terms of enforceability.