Physician and Partner Expulsion: Being Forced Out of a Practice or Partnership

Few professional events are as destabilizing as being forced out of a medical practice or partnership you helped build. One day you are an owner; the next you are receiving a notice of expulsion, a buyout offer that feels low, and a reminder of the non-compete you signed years ago. For physicians and other professional partners, an expulsion is part governance dispute, part compensation fight, and part restrictive-covenant problem, all at once. This is how these matters work and where the leverage is.

The governing agreement controls first

Whether you are a partner in a partnership, a member of a professional LLC, or a shareholder in a professional corporation, the first and most important document is the one that created the relationship: the partnership agreement, operating agreement, or shareholder/buy-sell agreement. These agreements typically spell out whether and how an owner can be expelled, what vote is required, what notice must be given, how the departing owner's interest is valued and paid, and what restrictions survive the departure. In Ohio, partnerships are governed by the Ohio Uniform Partnership Act (R.C. Chapter 1776) and limited liability companies by the Ohio LLC Act (R.C. Chapter 1706), but these statutes largely defer to the parties' agreement. The practical reality is that your rights on expulsion are mostly the rights you (or your predecessors) negotiated into the documents, which is why they have to be read closely and early.

No-cause versus for-cause expulsion

Expulsion provisions generally come in two flavors. A for-cause expulsion requires specified misconduct, loss of license, disciplinary action, breach of the agreement, or similar grounds, and usually some process. A no-cause expulsion allows the other owners to remove a partner by a defined vote without any showing of wrongdoing. Many professional agreements include a no-cause mechanism precisely so the group can part ways without litigating fault. The two paths have very different consequences: a for-cause expulsion often carries a reduced buyout, forfeiture of certain compensation, and a triggered non-compete, while a no-cause removal typically preserves a fuller buyout. Because the label drives the money, a for-cause designation is frequently the central fight, and whether the facts actually meet the agreement's definition is a contract question worth pressing.

Even a no-cause expulsion must be in good faith

A no-cause provision is not a blank check. Partners and co-owners owe one another fiduciary duties of loyalty and good faith, and Ohio law recognizes that these duties constrain how a no-cause power is used. An expulsion engineered to seize a departing owner's share of fees, freeze them out before a lucrative event, or punish them for protected conduct can cross the line from permissible separation into a breach of fiduciary duty or a bad-faith "squeeze-out," even where the agreement technically authorizes removal without cause. The line between a legitimate business decision and an opportunistic squeeze-out is fact-intensive, and it is often where a wrongfully expelled partner has the strongest claim.

The buyout: where the money is

The financial heart of an expulsion is the valuation and payment of the departing owner's interest. Agreements vary widely: some use a formula (book value, a multiple of earnings, or a fixed figure), some require an independent appraisal, and some distinguish sharply between a for-cause and a no-cause exit. Key questions include how goodwill is treated, whether accounts receivable and work in progress are included, how deferred compensation and capital accounts are paid out, and over what period. A low buyout offer is frequently the opening position, not the last word, and the valuation methodology in the agreement is the framework for pushing back. For physicians, the treatment of receivables and any production-based compensation already earned can be a significant and contestable number.

The non-compete problem

Expulsion almost always triggers the restrictive covenants in the agreement, and for physicians the non-compete can be the most damaging term of all, because it can force a doctor to leave their patients, their community, or the profession's geographic center. Ohio enforces physician non-competes under the same reasonableness analysis that applies to non-competes generally, the three-part test from Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (1975), asking whether the restriction is no broader than necessary, whether it imposes undue hardship, and whether it harms the public. Courts weigh the public's interest in access to physicians and continuity of care, and Ohio decisions have emphasized that physician non-competes must be narrowly drawn to be enforceable, with courts willing to modify overbroad ones. It is worth noting that Ohio legislators have been considering proposals to limit physician non-competes (including a 2025 Senate bill that would cap them for certain hospital-employed clinicians), but as of mid-2026 no such limit has been enacted, so the reasonableness analysis still governs. The general framework is covered on our non-compete practice page and, for senior professionals, in executive non-competes and garden leave.

Where the leverage is

A physician or partner facing expulsion usually has more leverage than the first notice suggests. It comes from a contestable for-cause designation; from a buyout valuation that departs from the agreement or ignores goodwill, receivables, or earned production; from a non-compete the practice wants to enforce but that may be overbroad under Ohio law; from the fiduciary duties the remaining owners owe and may have breached; and from the practice's strong interest in a quiet, professional separation rather than litigation among doctors. As with executive exits generally, these threads should be pulled together rather than addressed one at a time, and the same integrated approach used in an executive separation applies here.

The bottom line

Being expelled from a practice or partnership is governed first by the documents you signed, but the documents are not the end of the story. A for-cause label can be contested, a no-cause expulsion still has to be in good faith, the buyout is usually negotiable, and an overbroad physician non-compete may not be enforceable in Ohio. The time to sort all of this out is when the notice arrives, before you accept a buyout or sign a separation, not after.

Frequently Asked Questions

Can my partners force me out without a reason?

Possibly, if your partnership or operating agreement contains a no-cause expulsion provision and the required vote is obtained. But even a no-cause expulsion must be exercised in good faith. Co-owners owe each other fiduciary duties, and an expulsion designed to seize your economics or freeze you out can be a breach of fiduciary duty even when the agreement allows removal without cause.

What happens to my ownership interest if I am expelled?

You are generally entitled to a buyout of your interest, valued and paid according to the governing agreement. Agreements vary widely in how they value the interest, including how they treat goodwill, accounts receivable, capital accounts, and deferred compensation, and they sometimes pay less for a for-cause exit. A low initial offer is often negotiable within the framework the agreement provides.

Is a physician non-compete enforceable in Ohio?

Yes, if it is reasonable. Ohio applies the Raimonde test: the restriction must be no broader than necessary to protect a legitimate interest, must not impose undue hardship, and must not harm the public, and courts weigh patients' access to care. Ohio courts require physician non-competes to be narrowly drafted and may modify overbroad ones. Ohio has considered, but as of mid-2026 not enacted, statutory limits on physician non-competes.

Should I sign the separation and buyout they offered?

Not before it is reviewed. The for-cause label, the buyout valuation, the treatment of earned compensation, and the non-compete are all frequently negotiable, and signing typically waives your ability to contest them. Having the governing agreement and the offer analyzed first is the way to understand what you are giving up and what can be improved.