A Mailed Letter Gave Away the Whole Case Before It Was Filed

The situation

The letter landed in Fatima's mail one morning, forwarded to her by a patient who had received it and wanted to know if the practice was closing. It was printed on new letterhead, from a dental office that had just opened a short drive from Fatima's own, and it was addressed by name to dozens of patients, inviting them to transfer their files and continue their care with the sender. The sender was Carlos.

A few years earlier, Ines had built and run the practice for more than two decades before deciding to retire. She sold it to Fatima, a dentist who took over the office, the equipment, the staff, and the patient files. Carlos had been Ines's associate for the last several years before the sale, seeing his own roster of patients under the practice's name, and as part of the sale agreement he had signed a non-solicitation commitment: for a set period after the sale, he would not contact the practice's patients to draw them to any other dental office he might join or open.

The arrangement existed because a dental practice's real value, the reason Fatima had paid what she paid for it, was largely the patient relationships that came with it, not just the equipment and the lease. Ines had negotiated the non-solicitation clause specifically to protect that value for whoever bought the practice, understanding that without it, a departing associate with existing patient relationships could simply take a meaningful chunk of the business's worth out the door with him.

Carlos had left amicably enough at the time, and for a while nothing suggested he intended to compete for the same patients. Then he opened his own office nearby, and the letter arrived. Fatima called Ines, who still held the primary obligation to enforce the non-solicitation terms against Carlos under the sale agreement, and Ines called us the same afternoon with the letter in hand, worried about how many of those addressed patients might already be picking up the phone to transfer their files. Ines was retired by this point and had not expected to spend part of her retirement dealing with a dispute rooted in a practice she no longer owned, but the sale agreement made the obligation hers to act on, not Fatima's.

What the other side was relying on

Once Carlos's counsel became involved, their position was not that the non-solicitation clause did not exist. It was that the letter, in their view, fell outside what it actually prohibited. Their argument ran roughly like this: a non-solicitation clause stops someone from actively targeting and pursuing a former employer's or former practice's clients, but it does not, and cannot, stop patients from choosing their own dentist freely, and it does not stop a dentist from operating an ordinary practice that happens to be geographically close. Carlos's position was that the letter was simply informing former colleagues and acquaintances that he had opened a new office, a form of general notice rather than targeted solicitation, and that patients who chose to follow him were exercising their own choice of provider, which no contract could really take away from them.

There is a real legal idea underneath that argument, and it is not frivolous on its face. Non-solicitation clauses are generally understood to restrict active outreach, not a patient's independent decision to seek out a former provider on their own initiative. If Carlos had simply opened a new office, updated his own professional listings, and waited to see who found him without direct contact, that passive scenario would have been a genuinely harder case to make, and possibly one where the clause offered less protection than Ines and Fatima assumed it did.

That was not what happened here, and it was the gap between Carlos's stated theory and his actual conduct that mattered most. The letter was not a general announcement mailed to the public or listed on a website for anyone to find. It was addressed, by name, to a specific list of patients drawn from files Carlos would only have had access to through his time at the practice, inviting them individually to transfer their care. Relying on a legal theory about passive competition while sending direct, personalized, named outreach undercut the very distinction the theory depended on. It is one thing to argue, after the fact, that patients found their own way to a new office; it is another to have already sent those same patients a letter, by name, inviting them to come. Carlos's team had, in effect, built their client's own strongest piece of contrary evidence and then asked a court to overlook it.

What we did

1. Preserved the letter and identified its full distribution. Before doing anything else, we worked with Fatima's office to determine, as best could be established, how many patients had actually received the letter and collected copies from those willing to share them, because the scope of the mailing would matter both for urgency and for any eventual remedy. A letter reaching a handful of patients calls for a different response than one sent to dozens.
2. Assessed the sale agreement's actual language closely. We reviewed the non-solicitation clause Carlos had signed as part of the sale to confirm exactly what it actually restricted, rather than assuming it meant whatever Ines remembered negotiating years earlier, since an enforcement effort built on a misreading of the clause's own scope would have handed Carlos's team an easy win. The clause held up as clearly drafted.
3. Interviewed the practice's staff about how patient files were accessed. Because the letter had gone to a specific list of patients, we asked Fatima's office to help establish how Carlos could have compiled that list, confirming it aligned with records he would only have had access to through his time working at the practice, which strengthened the connection between the letter and his prior role there.
4. Identified the letter as the case's key weakness for the other side. Rather than treating the letter as simply upsetting, we recognized that its personalized, named, direct-mail format was the strongest possible evidence of active solicitation available in any file like this, directly undermining any argument Carlos might later raise that he was merely engaged in passive, general competition patients had found on their own.
5. Sent an immediate demand to stop further contact. We wrote to Carlos and his counsel the same week rather than waiting to build a fuller record first, because every additional day risked a second mailing. The letter set out the non-solicitation terms, attached the original letter as evidence, and demanded an immediate written undertaking that no further direct outreach to the practice's patients would occur while the matter was resolved.
6. Prepared to seek an urgent injunction if the undertaking was refused. In case Carlos's side did not agree to stop voluntarily, we began preparing the evidentiary record an urgent court application would need, including affidavits from Fatima's office, so that any delay in his response would not translate into more letters going out while we started that work from scratch afterward.
7. Obtained a written undertaking rather than proceeding to a full injunction hearing. Facing evidence that was difficult to explain away as anything other than direct solicitation, Carlos's counsel agreed within days to a written undertaking to stop all further contact with the practice's patient list, avoiding a contested injunction hearing that would have cost both sides more time and money to reach a similar result.
8. Confirmed no further mailings and monitored the practice's patient records. Over the following months we worked with Fatima's office to track whether any further contact occurred, rather than treating the undertaking as the end of the matter, and confirmed through the practice's own records that patient departures remained at an ordinary background level rather than the wave the original letter had appeared designed to trigger.
9. Kept Ines informed as the party who bore the direct obligation to enforce. Because the sale agreement placed the responsibility for enforcing the non-solicitation clause on Ines rather than on Fatima directly, we made sure Ines had a clear written record of every step taken, which mattered both for her own peace of mind and in case any future question arose about whether she had met her obligations under the sale.

The outcome

The written undertaking stopped the solicitation before it went any further, and no second letter, and no comparable direct outreach, ever followed. The result here is best measured by what did not happen. The practice did not see a mass transfer of patient files, the value Ines had negotiated the non-solicitation clause to protect was not eroded, and Fatima did not have to absorb the kind of sudden loss of patients that would have undercut what she had paid to buy the practice in the first place. Reaching that result took roughly three weeks from the day the letter first arrived to the signed undertaking, a pace that mattered because every additional week was another week the letter's invitation sat with patients who had received it.

Some patients who had received the letter did, on their own initiative, ask about transferring their care afterward, and a small number did move their files to Carlos's new office over the following months. That kind of individual movement was always a possibility the non-solicitation clause was never going to prevent entirely, since it protects against active solicitation, not against every patient's independent choice. What it prevented was the coordinated, direct-mail push the letter represented, stopped early enough that it never became the pattern it was clearly aimed at creating. Fatima's practice absorbed the small number of individual departures as an ordinary cost of a competitive market, distinct from the loss a full campaign would have caused.

Ines described the outcome afterward as the case going exactly the way she had hoped when she first called with the letter in hand: nothing dramatic happened, because the dramatic version of events, a real exodus of long-standing patients, never got the chance to occur. The turning point had come early, not from a strong legal argument built from scratch, but from Carlos's own decision to mail a letter that gave away, in writing, the very thing his legal position needed to deny. Ines has since suggested to two other retiring business owners she knows that they get their own sale agreements reviewed with an eye specifically to how a non-solicitation clause would actually be enforced, not just how it reads on the page.

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