Dentists and Non-Competition Agreements in Illinois: Is Yours Worth the Paper It’s Printed On?
Jordan Uditsky • October 15, 2019
There are over 4,800 dentists currently practicing in Illinois, according to the Bureau of Labor Statistics. Only four states have more dentists than the Land of Lincoln. That number makes for a competitive market, as well as one that provides a rich environment for dental professionals to find and seize new opportunities, either by joining another practice or starting their own.
As attorneys for the dental profession, we often receive questions about what limitations, if any, dentists can face from or impose on colleagues with whom they currently practice. Specifically, many dentists have signed or will be asked to sign non-competition or non-solicitation agreements, either as stand-alone documents or as part of an employment agreement.
But just because something is in writing doesn’t mean its worth the paper it's written on. Illinois courts will not enforce non-competition provisions that are unreasonably and unjustifiably broad or those unsupported by consideration. Poorly drafted – and thus unenforceable - agreements can give an employer a false sense of security, or cause a dentist to unnecessarily reject job offers or other opportunities.
This is not to say that all non-competition agreements in Illinois are invalid – those that meet the law’s requirements can be enforced. Therefore, it is important that dentists understand precisely what the law permits and what it doesn’t, no matter what side of a proposed agreement you may be on.
Non-Competition vs. Non-Solicitation
People often use the term “non-compete” as a catch-all for two related, but distinct,
limitations on future employment. But non-competition clauses and non-solicitation provisions are very much different, and the law treats them as such.
Typically, a non-competition agreement will purport to limit an employee’s ability to engage in their current profession or occupation within a specified geographic area for a set time. For dentists, this can mean that they agree not to treat any patients in the identified area until the end of that period.
Non-solicitation agreements, on the other hand, only limit an employee’s ability to actively seek the business of the employer’s current patients/clients/customers for a given period, though they are free to set up shop and do business.
Typically, courts will look at non-solicitation agreements less skeptically than they will non-competition agreements, as they are more limited in scope and more tailored to protect a business’ legitimate business interest in their existing clients. Dentists and physicians, however, can’t ethically stop a current patient from going to a former dental associate for treatment on their own volition if the dentist did not affirmatively solicit them.
Reasonableness
Every year, employees and employers file scores of lawsuits in Illinois seeking to enforce or strike down non-competition agreements. This has given Illinois courts ample opportunity to opine on these contracts and develop the contours of what is and what is not permitted. These contours have evolved over the years, generally in the direction of limiting the ability of employers to keep their former associates from making a living how, where, and when they choose.
The two primary factors that a court will consider when evaluating a non-competition agreement are its reasonableness and whether it is supported by sufficient consideration. Specifically, for a non-compete to be enforceable:
• Its geographic and temporal limitations must be no greater than needed to protect a legitimate business interest;
• Its restrictions must not impose an undue hardship on the employee; and
• Its restrictions must not be detrimental to the public.
This evaluation is very fact-specific. For a dental practice, what may be considered a reasonable geographic restriction in Arlington Heights, where ample opportunities to practice exist and hundreds of thousands of patients live nearby, may be significantly different than what would be reasonable in the 383 square miles of downstate Bond County, population 16,948.
Consideration
In terms of consideration, a necessary element in any enforceable contract, the promise of continued employment used to be seen as sufficient consideration for a non-competition provision. It still may be, but courts have begun to look at the totality of the circumstances in each individual case to make the determination. A promise of continued employment for an at-will employee has been found to be adequate consideration to render a restrictive covenant enforceable, but only if the employment lasted at least two years after the agreement was signed.
Where there is no additional compensation, such as a raise or special benefits, given to the employee in exchange for signing the non-compete, and the employee leaves less than two years after executing the restrictive covenant, courts have determined that the consideration is insufficient and the restrictive covenant is unenforceable.
Proposed or existing dental non-competition agreements can’t be evaluated in a vacuum; they must be drafted carefully and in the context of the specific practice and the market in which its provisions would be enforced. Any dentist wishing to or asked to enter into a non-competition agreement should consult with an experienced attorney who can help them make informed decisions about their rights.
You Focus On Your Patients. We’ll Focus On You.
At Grogan, Hesse & Uditsky, P.C., we focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you.
Please call us at (630) 833-5533 or contact us online to arrange for your free initial consultation.
Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
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Unlike traditional DSOs that often impose centralized control over management and branding, IDSOs operate discreetly - almost “invisibly” - in the background. IDSOs allow dentists to keep their brand identity and operational independence without having to rebrand under a corporate umbrella. As important, dentists in an IDSO can still make clinical decisions without external interference – for the most part. Key Features of an IDSO That retention of leadership and control comes with many of the benefits of group affiliation within a traditional DSO, including: Equity Partnership Model. Dentists sell a portion of their practice (typically 51% to 80%) to the IDSO in exchange for a combination of cash and equity in the more extensive dental group. This allows dentists to "de-risk" their financial position while still maintaining ownership and influence over the practice. Operational and Administrative Support. 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This can be a useful strategy for retirement planning or reducing financial risk while still retaining practice ownership. Additionally, the private equity behind DSOs may provide dentists with an opportunity to benefit from a future liquidity event, such as a sale to a larger investment group. Reduced Administrative Burden. One of the most appealing aspects of an IDSO is the ability to unburden themselves of many administrative functions, freeing dentists to focus on patient care and facilitating lower stress and higher job satisfaction. Stronger Competitive Positioning. Solo dental practices face growing competition from corporate dental chains. IDSOs provide the resources needed to compete effectively while maintaining independence. Potential Downsides of Joining an IDSO While an IDSO can be a more attractive option than its traditional counterpart, it is not without potential downsides. These include: Invisibility Isn’t Absolute. 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Potential for Future Policy and Ownership Changes Although IDSOs promise, and usually deliver, autonomy, private equity-backed groups may eventually adjust policies or introduce new financial structures that affect dentists’ control. If a larger organization acquires the IDSO, there could be unexpected changes in how the practice is managed. An IDSO can change hands multiple times, and a practice owner could be stuck with the company even if their relationship with the organization otherwise goes south. Before joining an IDSO, it's essential to carefully review the terms, understand the long-term implications, and ensure that the partnership aligns with your personal and professional goals and your practice’s culture and outlook. Consulting with an experienced dental industry attorney can help you navigate the complexities of the decision. If you are a dental professional considering a sale or merger, please contact us at ddslawyers.com at (630) 833-5533 or contact us online to arrange for your complimentary initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
Many dentists and dental practices offer financing arrangements as a way to help patients, especially the uninsured, pay for their care and treatment. For those who utilize third-party vendors for such financing, recently enacted amendments to the Illinois Dental Practice Act impose new disclosure and transparency obligations on dentists and practices and place limits on what staff can do and say in their interactions with patients regarding the subject. The amendments became effective January 1, 2025. With other states enacting or considering similar legislation regarding external patient financing for health care providers, these changes serve as a reminder to dentists in every jurisdiction about the importance of staying up to date on changes in their state’s laws and regulations. Here is what you need to know and do about these changes in order to ensure compliance once the calendar turns to the new year. No Establishing, Promoting, or Assisting With Third Party Financing A dentist, employee of a dentist, or agent of a dentist may not “arrange for, broker, or establish financing extended by a third party for a patient.” That term encompasses and prohibits submitting an application to a third-party creditor, lender, or creditor's intermediary for approval or rejection on behalf of a patient. It also prohibits dental practices from providing patients with software, links, or QR codes that have been customized with the practice’s branding. Practices can, however, provide patients with a third party’s marketing and advertising materials so long as they are not customized to the practice. Beyond providing or displaying generalized third-party advertising materials, dentists and staff cannot do much more in terms of helping a patient apply for or obtain financing. Anyone associated with a practice cannot do any of the following: Complete any portion of an application for financing extended by a third party for a patient or patient's guardian. Provide the patient or patient's guardian with an electronic device to apply for financing extended by a third party. Promote, advertise, or provide marketing or application materials for financing extended by a third party to a patient who has been administered or is under the influence of general anesthesia, conscious sedation, moderate sedation, or nitrous oxide; is being administered treatment; or is in a treatment area, including, but not limited to, an exam room, surgical room, or other area when medical treatment is administered, unless an area separated from the treatment area does not exist. Mandatory Disclosure When discussing or providing applications for financing extended by a third party, a dentist, employee of a dentist, or agent of a dentist must provide the following written notice in at least 14-point font: DENTAL SERVICES THIRD-PARTY FINANCING DISCLOSURE This is an application for a CREDIT CARD, LINE OF CREDIT, OR LOAN to help you finance or pay for your dental treatment. This credit card, line of credit, or loan IS NOT A PAYMENT PLAN WITH THE DENTIST'S OFFICE. It is a credit card, line of credit, or loan from a third-party financing company. Your dentist does not work for this company. Your dentist may not complete or submit an application for third-party financing on your behalf. You do not have to apply for a credit card, line of credit, or loan. You may pay your dentist for treatment in another manner. Your dentist's office may offer its own payment plan. You are encouraged to explore any public or private insurance options that may cover your dental treatment. The lender or creditor may offer a "promotional period" to pay back the credit or loan without interest. After any promotional period ends, you may be charged interest on portions of the balance that have already been paid. If you miss a payment or do not pay on time, you may have to pay a penalty and a higher interest rate. If you do not pay the money that you owe the creditor or lender, then your missed payments can appear on your credit report and could hurt your credit score. You could also be sued by the creditor or lender. If your dentist's office has completed or submitted an application for third-party financing on your behalf, you may file a complaint by contacting the Illinois Department of Financial and Professional Regulation at https://idfpr.illinois.gov/admin/dpr/dprcomplaint.html or by calling (312) 814-6910." Penalties for Non-Compliance A violation of these new rules and limitations is punishable by a fine of up to $500 for the first violation and a fine of up to $1,000 for each subsequent violation. IDFPR has the power to take additional disciplinary action as well. If you have any questions about these new requirements or third-party financing for dental services generally, please contact Jordan Uditsky at Grogan Hesse & Uditsky. We Focus on You So You Can Focus on Your Patients At Grogan Hesse & Uditsky, P.C., we focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Please call us at (630) 833-5533 or contact us online to arrange for your free initial consultation. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices. This blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
