Associate Dentist Agreements in Ontario: What Clinics Should Know

Bringing an associate dentist into your clinic is a big step. It means more capacity, more patients, and ideally more revenue. But it also means putting a formal agreement in place that everyone actually understands before anyone picks up a handpiece.

A poorly drafted associate agreement, or worse, no written agreement at all, can lead to disputes over pay, scheduling conflicts, confusion about who owns patient files, and expensive legal problems when the relationship ends. This article walks through the key areas that dental clinics in Ontario should think about when putting together an associate dentist agreement.

Compensation: How the Associate Will Be Paid

One of the first things an associate agreement needs to address is how the associate will be paid. In Ontario, associate dentists are often compensated on a percentage of production or a percentage of collections, though flat fee arrangements also exist in some practices.

Whatever structure you choose, the agreement should spell it out clearly. What percentage applies? Does it change depending on the type of procedure? Are lab fees or other costs deducted before the percentage is calculated? What about procedures that are not fully paid for, or where an insurance claim is rejected?

Ambiguity here tends to cause problems quickly. If both sides are not reading the compensation clause the same way from day one, disputes can arise within the first few billing cycles. You should speak with a lawyer to make sure the language in your agreement accurately reflects what you and the associate have actually agreed to.

Scheduling and Hours

The agreement should address when the associate is expected to work, how days and hours are assigned, and what happens if the clinic needs to change the schedule. Some clinics operate on a fixed weekly schedule. Others are more flexible, particularly where the associate is working as an independent contractor.

If there are minimum or maximum day requirements, those should be stated. If the clinic has the ability to reduce the associate's days, the agreement should explain the process, including any notice that must be given. Associates may also want clarity on things like vacation, holidays, and how time off is handled from a pay perspective.

Patient Records and Ownership

This is an area where dental associate agreements in Ontario can get complicated. The question of who owns patient records when an associate leaves a practice is one that comes up often, and the answer is not always straightforward.

Generally speaking, patient records belong to the practice or the dentist who is the regulated health professional of record, but this can depend on how the relationship is structured. The Ontario dental regulatory framework sets out certain obligations around record-keeping, and the agreement should be consistent with those obligations.

Clinics should think carefully about what the agreement says about patient records, access to records after departure, and how this interacts with any non-solicitation provisions. Getting this wrong can create regulatory issues, not just contractual ones. This is an area where legal advice is especially important.

Termination: How the Relationship Can End

Every associate agreement should address how the relationship can be terminated, by either party, and what notice is required. A common approach is a mutual notice period, often ranging from several weeks to a few months, depending on the situation.

But termination clauses are not just about notice. The agreement should also address what happens at the end of the relationship. Are there outstanding payments to be made? What about procedures that were started but not finished? What happens with patients who are in the middle of treatment when the associate leaves?

If the associate is classified as an employee rather than an independent contractor (more on that below), Ontario's Employment Standards Act may apply, which sets out minimum entitlements around notice and termination pay that cannot be contracted out of. This is one reason why the classification question matters.

Non-Solicitation Clauses

Most dental clinic owners want some protection when an associate leaves, particularly around the associate approaching the clinic's patients. A non-solicitation clause is designed to address this.

These clauses need to be drafted carefully. In Ontario, courts have found that overly broad restrictions are not enforceable. A non-solicitation clause that is reasonable in scope, duration, and geographic area is more likely to hold up if challenged than one that tries to prevent an associate from ever practising in the same city.

Whether a particular non-solicitation clause is enforceable depends on the specific facts, including how it is worded and how it is applied. You should speak with a lawyer before including one in your agreement, and before relying on one if a departure goes sideways.

Corrective Work

What happens if a patient comes back after a procedure and something needs to be fixed? Who is responsible, and who absorbs the cost?

Associate agreements should address this directly. Some agreements require the associate to redo the work at no cost to the clinic. Others share the cost in some way, or treat it differently depending on whether it is a remake, a repair, or something more significant. Lab fees for corrective work can be a particular source of friction if the agreement does not say who pays for them.

A clear policy on corrective work, built into the agreement, can help avoid disputes and protect both parties when things do not go as planned.

Independent Contractor vs. Employee: Why It Matters

Many dental associate agreements are structured on the basis that the associate is an independent contractor, not an employee. This is a common arrangement in Ontario, and there are legitimate reasons for it. But the label in the contract is not the end of the story.

Whether someone is actually an employee or an independent contractor depends on the facts of the working relationship, not just what the agreement says. Factors like how much control the clinic has over the associate's work, whether the associate has their own clients and equipment, and whether the associate bears financial risk all play into the analysis.

If an associate is found to be an employee despite what the agreement says, the clinic may have obligations under the Employment Standards Act, and potentially under other legislation, that it did not anticipate. This is a complex area, and you should speak with a lawyer about how to structure the arrangement properly.

FREQUENTLY ASKED QUESTIONS

Q: Does an associate dentist agreement need to be in writing in Ontario?

A: There is no law that requires a dental associate agreement to be in writing, but having a written agreement is strongly advisable. Verbal arrangements can work in the short term, but they often lead to disputes about what was actually agreed when a problem comes up. A written agreement gives both sides clarity and a reference point if something goes wrong. You should speak with a lawyer about putting a proper agreement in place before the associate starts working.

Q: Can a clinic stop an associate from taking patients with them when they leave?

A: A non-solicitation clause in the associate agreement may provide some protection, but it needs to be carefully drafted to have a reasonable chance of being enforced. Courts in Ontario do not enforce non-solicitation clauses that are overly broad or unreasonable. Whether a particular clause applies in your situation, and whether it is enforceable, depends on the specific facts. You should speak with a lawyer if you are concerned about a departing associate approaching your patients.

Q: What is the difference between a non-solicitation clause and a non-compete clause?

A: A non-solicitation clause generally restricts a departing associate from approaching the clinic's patients or staff. A non-compete clause is broader and may restrict the associate from practising dentistry within a certain area for a certain period of time. Non-compete clauses are generally harder to enforce in Ontario, and in some cases, recent changes to provincial employment law may limit their use in employment contexts. How these clauses work in independent contractor relationships may be different. You should get legal advice before including or relying on either type of clause.

Q: What should a clinic do if an associate leaves without giving the required notice?

A: If an associate leaves without providing the notice required under the agreement, the clinic may have options depending on how the agreement is drafted and what the circumstances are. In some cases, it may be possible to seek compensation for losses caused by the early departure. In other cases, the practical reality may be that the relationship is over regardless. What options are available depends on the facts, including the specific language in the agreement. You should speak with a lawyer as soon as the situation arises to understand your options.

CONTACT

If you are a dental clinic owner in Ontario looking to put a proper associate agreement in place, or if you have questions about an existing agreement, DevLaws can help. Contact DevLaws today to schedule a consultation.

 contact@devlaws.com  |  +1 437 290 0424  |  devlaws.com

DISCLAIMER

This article is provided for general information purposes only and does not constitute legal advice. It is not intended to create a lawyer-client relationship. Laws and regulations can change, and the information here may not reflect the most current developments. Every situation is different, and the information in this article may not apply to your specific circumstances. If you have questions about an associate dentist agreement or any other legal matter in Ontario, you should consult a qualified lawyer for advice tailored to your situation. DevLaws does not guarantee any particular outcome or result.