Legal Question in Business Law in California
I am a physician who agreed in writing with another physician that I would move into his office, share his rent until August, 08. His lease was pre-existing. This agreement was entered into on 2/28/07. Additionally, I agreed to pay half for his advertisements. The other physician had been advertising with AT&T for 20 years with the same advertisements. On Yellow book ad was in Bakersfield, due to close on Jan. 07 (I think he was already pre-obligated to his ad), and the other ad was in the Palmdale book, which had a closing date of 6/2/07.
After signing the contract, I had a very bad feeling about the other physician, so I went to the local court and learned that he had been involved in 14 other lawsuits and I knew then that I had to get out because this could ruin my practice.
On 3/2/07 I sent him an email letting him know that I cannot proceed. He's been demanding that I pay him 1/2 of his lease, 1/2 for the Bakersfield ad, and 1/2 for the Palmdale ad. I was in this contract with him for less than 2 days.
He had 3 months to cancel his Palmdale ad, he was already pre-obligated for the Bakersfield ad, and he was already pre-obligated for his lease.
In fact, I learned that he sent a letter to AT&T which stated, "I am not going to pay you because I promised to proceed with the Palmdale ad if you promised to hold Dr. Jones responsible for 1/2 the cost for the ad." In other words, rather than canceling the Palmdale ad, he allowed it to be printed believing that I would be named on the bill. A terrible and purposeful failure to mitigate.
Only given the facts above, and based upon your experience, do you feel the court will most likely award the plaintiff the complete benefit of the bargain, or whatever expenses the plaintiff had to pay in reliance on the contract? Would the letter he wrote to AT&T above make a difference in the outcome since it appears to be very spotty?
Thank you for your assistance.
3 Answers from Attorneys
It's hard to answer your question without knowing what the written contract says. Generally, though, the fact that you had a good reason to breach your contract does not matter. You should have done your due diligence before you signed rather than after. That you waited is your fault, not the other doctor's.
But whether you breached is only part of the analysis. The other part is how to fairly compensate the other doctor for your breach. The terms of the written agreement can make a big difference here. You might have to pay everything you promised to pay. There may be grounds on which you would have to pay less. On the other hand, there may be reasons why you should have to pay more.
You should have a lawyer review the agreement and go over the facts with you. That's the only way to get a reliable answer to your question.
I'm not 100% in agreement with Mr. Hoffman. Full disclosure of all relevant facts is obviously not an essential for all contracts; if it were, most stock-market trades would never occur. Differences in information are commonplace in contracting. On the other hand, the old rule of "caveat emptor" has given way, to a certain extent, to a duty to disclose certain known, relevant facts. Otherwise, there is probably actionable fraud in the formation of the contract. An office-sharing, advertising-sharing agreement between MDs is not just a simple sublease of commercial space. It has aspects of a partnership. I think there is a pretty good chance that a court, upon a proper showing of evidence and a cogent argument, would find that failure to disclose the lawsuits and perhaps other problems was material and that your backing out of the agreement was permissible.
Mr. Whipple makes a good point, though I'm not entirely convinced. Our disagreement may be due to the incomplete information you provided. You told us that the other doctor "had been involved in 14 other lawsuits", but you didn't say what that involvement was. Was he the defendant in all of them? If so, how many did he lose? Were they malpractice cases (doctors can be sued for all sorts of things -- including breaching a rental agreement)?
If he has a history of repeated, proven malpractice, that might indeed be something he was required to disclose. But if he was sued for, say, not paying his bills on time, then he likely had no duty to reveal this fact to you. And if he was "involved" in these cases as the plaintiff, as a witness or in some other capacity, it is even less likely that his silence justified your actions.
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