The bitter breakup of a medical practice provides the setting for the Illinois Fifth District to consider the scope of a non-compete clause and how it impacts a minority shareholder’s buy-out rights.
Gingrich v. Midkiff, 2014 IL App (5th) 120332-U presents a dispute between two former partners in a medical corporation. At the medical practice’s inception – in the late 1990s – the parties signed a stock purchase agreement that contained a 5-year/20-mile non-compete provision (the “Non-Compete”).
The Non-Compete only applied in two situations: (1) if a shareholder withdrew from the practice after giving the required written notice; or (2) where a shareholder was expelled from the practice. The parties’ relationship quickly soured and in 2002, a decade-long cycle of litigation between the two doctors ensued.
The 2002 Lawsuit
A 2002 lawsuit between the parties culminated in the plaintiff buying defendant’s stock in the medical corporation. The court in the 2002 case didn’t rule on whether the Non-Compete was enforceable.
The 2007 (and current) Lawsuit
In the 2007 case, plaintiff sued defendant alleging the defendant violated the Non-Compete by going to work for a rival practice within 20 miles of plaintiff’s office.
The trial court dismissed. It held that the Non-Compete didn’t apply because defendant didn’t withdraw and wasn’t expelled from the medical corporation. Plaintiff appealed.
Ruling: Affirmed.
Reasoning:
The court rejected plaintiff’s law of the case (LOTC) argument. The LOTC doctrine prevents relitigation of an issue of fact or law previously decided in the same case. ¶ 14. Its purpose is to avoid repetitive litigation of the same issues and to foster finality and consistency in litigation. LOTC reflects the court’s preference to generally not reopen previously decided issues.
Here, there was no adjudication of the Non-Compete in the 2002 case. The core issue litigated in that first suit was the valuation of defendant’s shares and whether plaintiff served a proper election to purchase those shares.
Since the cardinal issues in the 2002 and 2007 Lawsuits substantively differed, LOTC didn’t prevent defendant from challenging the Non-Compete in the 2007 case. ¶¶ 17-19.
The court also found the Non-Compete wasn’t enforceable. In Illinois, noncompetition clauses in the medical services context are heavily scrutinized and only validated where they have reasonable time and space limits.
¶¶ 22-24.
Finding the Non-Compete unambiguous, the Court held that the 5 year/20-mile strictures attached in only two circumstances: where a shareholder either (1) withdrew or (2) was expelled from the practice. Here, defendant didn’t withdraw and she wasn’t expelled. As a result, the Non-Compete didn’t prevent the defendant from practicing within twenty miles of plaintiff’s office. ¶¶ 25-29.
Afterwords: Clarity in contract drafting is critical. The case illustrates that a Court won’t strain to find ambiguity where contract language is facially clear. Gingrich also illustrates that a restrictive covenant will be construed in favor of permitting, instead of stifling, competition. In hindsight, the plaintiff should have made it clear that if a shareholder departed the medical practice for any reason: whether voluntary, forced, or after a buy-out, the non-compete would still govern.