Present: All the Justices 

NIPUN PARIKH, M.D. 

 OPINION BY CHIEF JUSTICE LEROY R. HASSELL, SR. 

v. Record No. 060934 March 2, 2007 

FAMILY CARE CENTER, INC. 

FROM THE CIRCUIT COURT OF CAMPBELL COUNTY 

Herman A. Whisenant, Jr., Judge 

 In this appeal, we consider whether a corporation, which 

is not a professional corporation, has a legitimate business 

interest in enforcing a covenant not to compete with its 

former employee, a licensed physician. 

 The Family Care Center, Inc., filed its amended motion 

for judgment against Nipun O. Parikh, M.D., alleging that Dr. 

Parikh, its former employee, breached a covenant not to 

compete with the Family Care Center. Dr. Parikh filed a 

motion to dismiss asserting that the Family Care Center is not 

a professional corporation, that it is not licensed to 

practice medicine in Virginia, and that, therefore, the Family 

Care Center has no legitimate business interest in the 

enforcement of the covenant not to compete. The circuit court 

denied the motion, and the case was tried before the court. 

 At the conclusion of a bench trial, the circuit court 

held that the Family Care Center was entitled to enforce the 

covenant not to compete and that Dr. Parikh had breached that 

covenant. The circuit court entered a judgment in favor of 
2

the Family Care Center in the amount of $210,000. Dr. Parikh 

appeals. 

The facts relevant to our resolution of this appeal are 

not disputed. On July 27, 1993, Nipun Parikh, a physician 

licensed to practice medicine in this Commonwealth, entered 

into an employment agreement with the Family Care Center, Inc. 

At the date of the execution of the employment agreement, the 

Family Care Center was a professional corporation, and Dennis 

E. Burns, M.D., was its sole director and shareholder. 

 The employment agreement states that the Family Care 

Center "is presently engaged in the practice of medicine in 

Lynchburg, Virginia, and [Dr. Parikh] is a duly qualified 

physician." Further, the employment agreement stated Dr. 

Parikh would "assist [Family Care Center] in the practice of 

medicine." 

The employment agreement contains the following 

provision: 

"No Compete Clause. 

 "Upon termination of employment for any reason 

and for a period of three years thereafter, Employee 

agrees to pay employer ten thousand dollars each 

month employee is engaged in a competing practice of 

General Practice, Family Medicine Ambulatory Care or 

General Internal Medicine within a radius of twenty 

miles measured from the offices of the Employer." 

In 2003, Dr. Dennis Burns died in an automobile accident. 

Karen Fear Burns, his widow, became the sole shareholder and 
3

president of the Family Care Center. Karen Burns is not 

licensed to practice medicine. Pursuant to the provisions of 

Code § 13.1-552(B), Family Care Center converted from a 

professional corporation to a non-professional corporation by 

operation of law upon Dr. Burns' death. After the death of 

Dr. Burns, the Family Care Center continued to employ Dr. 

Parikh and another physician who are engaged in the practice 

of general medicine, family medicine, ambulatory care, and 

internal medicine. The record does not reflect that the 

Family Care Center now holds, or at any time in its corporate 

existence has held, a license to practice medicine. 

 On December 31, 2003, Dr. Parikh terminated his 

employment with the Family Care Center. He obtained 

employment as a physician with the Physicians Treatment 

Center, which is located within one mile of the Family Care 

Center. Physicians employed by the Physicians Treatment 

Center engage in the same or similar general practice of 

medicine as the physicians employed by the Family Care Center. 

 Dr. Parikh argues that the circuit court erred by 

enforcing the covenant not to compete. He asserts that the 

Family Care Center cannot "engage in the practice of medicine" 

in Virginia because it does not have a license to practice 

medicine in this Commonwealth. As a consequence, he contends 
4

that the Family Care Center does not have a legitimate 

business interest in enforcing the covenant not to compete. 

 Responding, the Family Care Center asserts that it may 

render medical services and treatment through licensed 

physicians it employs and has a legitimate business interest 

in the enforcement of the covenant not to compete. During 

oral argument, and for the first time, the Family Care Center 

asserted that Code § 13.1-542.1(3) provides the basis to 

sustain its enforcement of the covenant not to compete as a 

legitimate business interest. 

 The standards that we apply in the resolution of this 

appeal are well established. The interpretation of the 

contract between Dr. Parikh and the Family Care Center 

presents a question of law. City of Chesapeake v. States 

Self-Insurers Risk Retention Group, Inc., 271 Va. 574, 578, 

628 S.E.2d 539, 541 (2006); Bentley Funding Group, L.L.C. v. 

SK&R Group, L.L.C., 269 Va. 315, 324, 609 S.E.2d 49, 53 

(2005). The contract must be construed as written, without 

adding terms that were not included by the parties, and when 

the terms in a contract are clear and unambiguous, the 

contract must be construed according to its plain meaning. 

States Self-Insurers, 271 Va. at 578, 628 S.E.2d at 541. 

 A covenant not to compete between an employer and an 

employee will be enforced if the covenant is narrowly written 
5

to protect the employer's legitimate business interest, is not 

unduly burdensome on the employee's ability to earn a living, 

and does not violate public policy. Omniplex World Services 

Corp. v. US Invest. Services, Inc., 270 Va. 246, 249, 618 

S.E.2d 340, 342 (2005); Modern Environments, Inc. v. Stinnett, 

263 Va. 491, 493, 561 S.E.2d 694, 695 (2002); Simmons v. 

Miller, 261 Va. 561, 580-81, 544 S.E.2d 666, 678 (2001). 

Restrictive covenants are disfavored restraints on trade and, 

therefore, the employer bears the burden of proof and any 

ambiguities in the contract will be construed in favor of the 

employee. Simmons, 261 Va. at 581, 544 S.E.2d at 678. 

 We have recently stated that "[e]ach non-competition 

agreement must be evaluated on its own merits, balancing the 

provisions of the contract with the circumstances of the 

businesses and employees involved." Omniplex World Services, 

270 Va. at 249, 618 S.E.2d at 342. The issue whether a 

covenant not to compete is enforceable is a question of law 

that we review de novo. Id.; Motion Control Systems, Inc. v. 

East, 262 Va. 33, 37, 546 S.E.2d 424, 426 (2001); Simmons, 261 

Va. at 581, 544 S.E.2d at 678. 

 The dispositive question in this appeal is whether the 

Family Care Center has a legitimate business interest in 

enforcing the covenant not to compete under the terms of the 

employment agreement. Thus, we must consider whether the 
6

Family Care Center, a non-professional corporation, may 

lawfully engage in the practice of medicine in Virginia, as 

set forth in the employment agreement. We also consider 

whether the Family Care Center may enforce the terms of the 

restrictive covenant against Dr. Parikh as a competitor in the 

practice of medicine who has breached his employment 

agreement. 

 Code § 54.1-2929 states: "No person shall practice or 

hold himself out as qualified to practice medicine . . . 

without obtaining a license from the Board of Medicine as 

provided in this chapter." Code § 54.1-2902 states in part: 

"It shall be unlawful for any person to practice medicine 

. . . in the Commonwealth without a valid unrevoked license 

issued by the Board of Medicine." Code § 54.1-111(A) also 

states: 

"It shall be unlawful for any person, 

partnership, corporation or other entity to engage 

in any of the following acts: 

"1. Practicing a profession or occupation 

without holding a valid license as required by 

statute or regulation." 

Code § 13.1-542.1, upon which the Family Care Center 

relies to support its position, states in relevant part: 

 "Unless otherwise prohibited by law or 

regulation, the professional services defined in 

subsection A of § 13.1-5431

 may be rendered in this 

Commonwealth by: 

 1

 Code § 13.1-543(A)(3) states in relevant part: 
7

. . . . 

 "3. A corporation organized pursuant to the 

provisions of Chapter 9 (§ 13.1-601 et seq.) or 

Chapter 10 (§ 13.1-801 et seq.) of this title." 

Our review of the above-referenced statutes requires us 

to conclude that a non-professional corporation cannot engage 

in the practice of medicine in Virginia.2

 Code § 13.1-542.1 

permits a corporation which is not a professional corporation 

to render professional services unless otherwise prohibited by 

law or regulation. The litigants do not argue and, thus, we 

 

 " 'Professional service' means any type of personal 

service to the public that requires as a condition 

precedent to the rendering of such service or use of such 

title the obtaining of a license, certification, or other 

legal authorization and shall be limited to the personal 

services rendered by . . . practitioners of the healing 

arts." 

Code § 54.1-2900 defines the "healing arts" as 

follows: 

" 'Healing arts' means the arts and sciences dealing 

with the prevention, diagnosis, treatment and cure or 

alleviation of human physical or mental ailments, 

conditions, diseases, pain or infirmities." 

2

 The Family Care Center's reliance upon a 1992 opinion of 

the Attorney General of Virginia is not persuasive. The issue 

raised in that opinion was whether a proposed agreement 

between a hospital and an orthopedic surgeon that permitted 

the surgeon to be employed directly by the hospital as a fulltime member of its medical staff violated Code § 54.1-2900, et 

seq., pertaining to the practice of medicine. The Attorney 

General's opinion also addressed the issue whether Virginia's 

statutes that relate to professional corporations preclude 

non-professional corporations from employing physicians. The 

opinion is not germane to our resolution of the pertinent 

issue in this appeal, which is whether the Family Care Center 

can engage in the practice of medicine. See 1992 Op. Atty. 

Gen. 147. 
8

do not decide the scope of medical services, if any, that a 

corporation may "render" within the intendment of Code § 13.1-

542.1. The litigants do not discuss and, thus, we do not 

decide the meaning of the word "render" contained in Code 

§ 13.1-542.1. Additionally, the issue whether a nonprofessional corporation "rendering" professional services can 

enforce a covenant not to compete with its former employees 

performing such services is not before us in this appeal. We 

are constrained in the resolution of this appeal by the 

specific terms of the employment agreement which states, in 

part, that Family Care Center "is presently engaged in the 

practice of medicine." 

Assuming, but not deciding, that Code § 13.1-542.1 

authorizes the Family Care Center to employ physicians 

licensed to practice medicine in Virginia, the statute does 

not permit the non-professional corporation to engage in the 

practice of medicine. As Code § 54.1-111(A) provides, it is 

unlawful for a corporation to practice a profession or 

occupation without holding a valid license as required by 

statute or regulation. In Code § 54.1-2929, the General 

Assembly has clearly stated that no person shall practice or 

hold himself out as qualified to practice medicine without 
9

obtaining a license from the Board of Medicine as provided in 

Code § 54.1-2929, et seq.3

 Contrary to the assertions in the employment agreement 

between the Family Care Center and Dr. Parikh, that Family 

Care Center "is presently engaged in the practice of medicine 

in Lynchburg, Virginia," Family Care Center could not and 

cannot do so because it does not have a license to practice 

medicine from the Board of Medicine as required by Code 

§§ 54.1-2902 and -2929. Therefore, we hold that the Family 

Care Center, which cannot practice medicine, cannot engage in 

a competing practice of medicine with Dr. Parikh, who is a 

physician licensed to practice medicine in this Commonwealth. 

Since the Family Care Center cannot lawfully engage in the 

practice of medicine, it has no legitimate business interest 

in enforcing the covenant not to compete with Dr. Parikh. 

 In view of our holdings, we need not consider the 

litigants' remaining arguments. Accordingly, we will reverse 

the judgment of the circuit court and enter final judgment in 

favor of Dr. Parikh. 

Reversed and final judgment. 

 3

 Code § 54.1-2930, which specifies whom the Board of 

Medicine may admit to examination for licensure to practice 

medicine in Virginia, applies to individuals, not corporate 

entities.