Most private practice owners sign contracts without reading them. Attorney Vanessa Ferguson explains what that costs you — and how to protect yourself now.
You did not read it all the way through. You saw the dollar figures, you trusted the relationship, and you signed.
Most private practice owners have done this at least once. A billing services agreement, a software subscription, an equipment lease, a staffing arrangement — and somewhere buried in the language is a clause that, once signed, is yours to live with. That is the landmine. It does not go off when you sign. It goes off six months later when something goes wrong and you realize the contract was never written for you.
Business attorney Vanessa Ferguson joined the Private Practice Survival Guide podcast to walk through what she calls the most consistently expensive mistake she sees with small business owners: treating contracts as formalities instead of binding legal architecture.
Ferguson's point is sharper than the standard "read before you sign" advice. She explains that the person drafting a contract is not just documenting the current deal. They are thinking forward, anticipating disputes, and writing language that will protect their position when things break down. The person reviewing a contract after the fact never has that same intelligence. You are working backward without the map.
For private practice owners, this gap shows up in a few specific patterns. Someone presents a contract under time pressure, implying the opportunity disappears if you do not sign today. The dollar figure looks significant. The attorney is not in the room. So you sign, and you find out later that auto-renewal clauses, one-sided termination rights, or hidden fee structures were sitting there the whole time.
One of the most misunderstood concepts Ferguson raised is that ending a contract does not end all of your obligations under it. Non-compete clauses, non-solicitation agreements, and confidentiality provisions are drafted to survive termination. If you signed them, they are still active even after the relationship ends.
For a practice owner, this matters in hiring. It matters in vendor transitions. It matters when a clinical staff member departs or when you move from one billing partner to another. The terms you agreed to in year one may constrain what you can do in year three, long after you thought the agreement was behind you.
Ferguson is direct: most of the time she hears from clients after the contract has already been signed. At that point, options narrow significantly. HIPAA for Professionals — HHS governs a specific layer of your compliance obligations as a practice, but your contractual exposure to partners, staff, and technology vendors sits in a different category entirely — one that does not get resolved by a privacy policy.
Ferguson walked through a concept that most small business owners have never thought about: the governing law clause. This is the language in a contract that determines which state's laws apply to the agreement, separate from where a lawsuit would actually be filed.
This matters more than it sounds. Some states cap interest rates, restrict enforcement of non-competes, or limit employer leverage in ways that fundamentally change what a clause is worth. A contract with an Ohio governing law clause, pulled from a template found online, puts an Ohio court in charge of interpreting your Florida dispute. If you are pursuing a demand letter or considering litigation, that clause alone can determine whether anyone takes you seriously.
When practice owners use AI or third-party templates without attorney review, this kind of mismatch is common. The template made sense somewhere, for someone. It may not reflect your business model, your state, or your actual leverage.
Ferguson cited a figure worth sitting with: approximately 97% of civil cases settle before going to trial. Even cases that receive a trial date often settle the evening before proceedings begin.
This statistic does not mean that litigation is cheap or painless. It means that the outcome of most contractual disputes is a negotiated settlement, and the quality of your original contract determines what that settlement looks like. A well-drafted agreement with clear jurisdiction, termination provisions, and survival clauses gives your attorney something to work with. A template you pulled from a free resource gives the other side something to exploit.
The same logic applies to your coding compliance and revenue cycle work. The documentation you create and the agreements you operate under are the record of what you intended. When there is a dispute, that record is what gets examined.
Brandon Seigel has said publicly that one of the most important shifts in building Wellness Works Management Partners was tightening the legal foundation of the business, not because problems had emerged, but because growth without structure creates exposure. The same is true for clinical practices.
Having an attorney on retainer is not a luxury expense. Ferguson's firm offers flat-fee services and subscription-based council memberships precisely because the value of ongoing legal guidance comes from accessibility, not from billing by the crisis. When you know you can pick up the phone before you sign something, you make different decisions.
This is the same operating philosophy behind fractional HR support for practice owners. Most practices cannot afford a full-time HR director or a full-time general counsel. But operating without that function entirely is not neutral — it is a slow accumulation of risk that surfaces at the worst possible moment.
For practices focused on sustainable growth, the goal is never to avoid every legal complexity. It is to stop being surprised by the ones you already agreed to.
If you are at the stage where your practice is ready to build real operational infrastructure — the kind that protects growth instead of just chasing it — book a Discovery Call with our team. We will take an honest look at where you are and whether we are the right fit to help you move forward.
