RE: approaching clients of (former) employer
I would also say that any hold Company B might have on you would be determined by their consideration. They pay you nothing, so there is no contract. You can't have a contract without consideration.(compensation for the US readers) Let's suppose Company B does have a contract with you - what are they paying you in consideration for that? Nothing. It wouldn't hold up in court. There is no ethical issue. They don't "OWN" the clients. They own information, and you aren't taking it away. They aren't the Only ones to have this information. Many of the clients' employees and other suppliers will also have this information. You gained it as part of previous work you did for another company (company A) and if they can't show you where you have a contract and consideration not to approach any of their clients, they're bluffing. Go for it and more power to you! Protect your investment in those client relationships. They're your clients too don't forget. In fact why don't you write to Company B and tell them to get out of YOUR clients! Cheers Mike Kear Windsor, NSW, Australia AFP Webworks -Original Message- From: Matt Robertson [mailto:[EMAIL PROTECTED] Sent: Tuesday, 15 July 2003 12:00 PM To: CF-Talk Subject: RE: approaching clients of (former) employer You had a relationship with Company A Company A had a relationship with Company B You have no relationship with Company B, unless you signed your life away somewhere to do your bits of work with them. If Company A promised non-compete it isn't binding on you as you were not a party to the agreement, and your original agreement carried no stipulations regarding non-compete. Any that existed implicitly evaporated with Company A's demise, and only pertained to Company A in any event. As always, if you want anything more than homespun advice from uninformed knuckleheads get ask a lawyer (er... solicitor) who works in this specific field. Matt Robertson [EMAIL PROTECTED] MSB Designs, Inc. http://mysecretbase.com -Original Message- From: Gyrus [mailto:[EMAIL PROTECTED] Sent: Monday, July 14, 2003 10:43 AM To: CF-Talk Subject: OT: approaching clients of (former) employer Hi, Just wondered if any of the people here a bit wiser to the ways of the industry and legal matters could give us their opinion on a slightly sticky situation that's cropped up for us. We'd really appreciate any advice. I'll say upfront that we're UK-based, so I'm not sure if any legal issues are UK-specific. The short version of the long story is that myself and a friend, who offer our freelance web services under the name Tengai, used to do a lot of work as sub-contractors for (let's say) Company A. The work (all based on ColdFusion) was all done without any written contracts, and all seemed well until (don't sneer!) they went belly up owing us money. Their client list was bought by (let's say) Company B. We vaguely considered leaping in and trying to poach the clients in the transfer, but accepted that despite there being no written contracts, it was unethical, and played the game. We met with Company B, they seemed a bit more organised than Company A, and said that while their own in-house stuff was all based on ASP and MS technologies, they'd probably continue the relationship with us as sub-contractors to do the CF work. We did a few little jobs through them in the first months, but near the beginning of this year everything went quiet. As far as we were aware, the clients were just backing away from the hiked-up prices that Company B were putting through to them. So recently, with times being tough, we've come back round to idea of approaching these clients directly. We've not had any work from Company B for nearly 6 months, so we see the sub-contractor relationship as effectively lapsed. However, we decide to be upfront and honest about it, and inform Company B of our intentions. They come back and let us know that we shouldn't approach these companies as they're now valuable clients of theirs and... wouldn't you know it... they're in the process of persuading them to migrate to ASP and MS-based technologies. Of course, they think we're being unethical. Even though they concede that they don't really have work for us, they say we're using information (contact info for the clients) that is priveleged and binds us to the sub-contractor relationship. To us, though, we would have this information, having been the cornerstones of all the work done for the clients via Company A during 2000 - 2002. Company B surely can't hold us to a sub-contractor relationship when they're not giving us any work, and don't pretend to have any for us n
RE: approaching clients of (former) employer
While I agree that the below statement is fair, I must say that I see some loopholes which you may be able to enterprise on... In the US a verbal contract is supposedly as good as a written one. However, a contract is generally based on entities, and not individuals. Technically, if Company B wrote a check to "Tengai", then they can not expect you "Gyrus" to accommodate their rules on client relationships and non-competition... especially if "Gyrus" did not sign anything saying he would "not compete". Secondly, you are only bound by the agreements that you make. Saying "I will work for you" does not imply "I will not take your clients"... That is why there are non-competition clauses in all of our contracts. Such things need to be explicit. Lastly, just because Company A sold their list to Company B for XXX dollars (or pounds, whatever you brits are using these days), It does not mean that they did not give their list to you for free before that. Perhaps they sold Company B a "dirty" list? My suggestion it that you create a separate legal entity (perhaps "Tingea"), and have your self a ball... But that is just a NY'ers point of view -Igor -Original Message- From: Mosh Teitelbaum [mailto:[EMAIL PROTECTED] Sent: Monday, July 14, 2003 1:19 PM To: CF-Talk Subject: RE: approaching clients of (former) employer So first, standard disclaimer... IANAL so take this with one helluva grain of salt. Also, I can only speak of experience in the US, a society which is quite a bit more litigious than, um, everyone else. That said, what I have to say is probably not what you want to hear. The short of it is that, even though you never signed anything with Company A, you accepted their money. While this is not a true contract, it is very nearly one and could be argued in court that it provides for a contractual relationship. The real question, disregarding ethics, is what the terms of the contract were between Company A and Company B. Did they just buy the client list, all rights that Company A can infer about those clients, the entire company, etc.? I suspect the answer to this question would greatly impact your ability to legally contact these clients. Also, I'm assuming that you did work for some of the same clients under Company B as under Company A. If so, than the almost-a-contract stuff applies here as well. But maybe only to those clients that you worked for while under Company B. Also, while Company B might have legal ground to keep you from calling the clients, there's nothing that would stop the clients from calling you. Especially since your "contract" doesn't include a non-compete along those lines. Of course, all of the above ignores the question of ethics. Unfortunately, while the notion of making sure the clients know all of the facts before being pushed towards ASP is a noble one, it is also none of your concern as, technically, they were never *YOUR* clients. Even if you worked directly with them, you did so under the auspices of Companies A & B. Anyway, I hope my rambling is of some help. I hope it all works out for you. -- Mosh Teitelbaum evoch, LLC Tel: (301) 942-5378 Fax: (301) 933-3651 Email: [EMAIL PROTECTED] WWW: http://www.evoch.com/ > -Original Message- > From: Gyrus [mailto:[EMAIL PROTECTED] > Sent: Monday, July 14, 2003 1:43 PM > To: CF-Talk > Subject: OT: approaching clients of (former) employer > > > Hi, > > Just wondered if any of the people here a bit wiser to the ways of the > industry and legal matters could give us their opinion on a > slightly sticky > situation that's cropped up for us. We'd really appreciate any > advice. I'll > say upfront that we're UK-based, so I'm not sure if any legal issues are > UK-specific. > > The short version of the long story is that myself and a friend, > who offer > our freelance web services under the name Tengai, used to do a > lot of work > as sub-contractors for (let's say) Company A. The work (all based on > ColdFusion) was all done without any written contracts, and all > seemed well > until (don't sneer!) they went belly up owing us money. > > Their client list was bought by (let's say) Company B. We vaguely > considered leaping in and trying to poach the clients in the > transfer, but > accepted that despite there being no written contracts, it was unethical, > and played the game. We met with Company B, they seemed a bit more > organised than Company A, and said that while their own in-house > stuff was > all based on ASP and MS technologies, they'd probably continue the > relationship with us as sub-contractors to do the CF work. > > We did a few little jobs through them in the first months, but near the > beginning of
RE: approaching clients of (former) employer
You had a relationship with Company A Company A had a relationship with Company B You have no relationship with Company B, unless you signed your life away somewhere to do your bits of work with them. If Company A promised non-compete it isn't binding on you as you were not a party to the agreement, and your original agreement carried no stipulations regarding non-compete. Any that existed implicitly evaporated with Company A's demise, and only pertained to Company A in any event. As always, if you want anything more than homespun advice from uninformed knuckleheads get ask a lawyer (er... solicitor) who works in this specific field. Matt Robertson [EMAIL PROTECTED] MSB Designs, Inc. http://mysecretbase.com -Original Message- From: Gyrus [mailto:[EMAIL PROTECTED] Sent: Monday, July 14, 2003 10:43 AM To: CF-Talk Subject: OT: approaching clients of (former) employer Hi, Just wondered if any of the people here a bit wiser to the ways of the industry and legal matters could give us their opinion on a slightly sticky situation that's cropped up for us. We'd really appreciate any advice. I'll say upfront that we're UK-based, so I'm not sure if any legal issues are UK-specific. The short version of the long story is that myself and a friend, who offer our freelance web services under the name Tengai, used to do a lot of work as sub-contractors for (let's say) Company A. The work (all based on ColdFusion) was all done without any written contracts, and all seemed well until (don't sneer!) they went belly up owing us money. Their client list was bought by (let's say) Company B. We vaguely considered leaping in and trying to poach the clients in the transfer, but accepted that despite there being no written contracts, it was unethical, and played the game. We met with Company B, they seemed a bit more organised than Company A, and said that while their own in-house stuff was all based on ASP and MS technologies, they'd probably continue the relationship with us as sub-contractors to do the CF work. We did a few little jobs through them in the first months, but near the beginning of this year everything went quiet. As far as we were aware, the clients were just backing away from the hiked-up prices that Company B were putting through to them. So recently, with times being tough, we've come back round to idea of approaching these clients directly. We've not had any work from Company B for nearly 6 months, so we see the sub-contractor relationship as effectively lapsed. However, we decide to be upfront and honest about it, and inform Company B of our intentions. They come back and let us know that we shouldn't approach these companies as they're now valuable clients of theirs and... wouldn't you know it... they're in the process of persuading them to migrate to ASP and MS-based technologies. Of course, they think we're being unethical. Even though they concede that they don't really have work for us, they say we're using information (contact info for the clients) that is priveleged and binds us to the sub-contractor relationship. To us, though, we would have this information, having been the cornerstones of all the work done for the clients via Company A during 2000 - 2002. Company B surely can't hold us to a sub-contractor relationship when they're not giving us any work, and don't pretend to have any for us now - especially since there's never been anything but verbal agreements. In our view, they've been less than ethical in giving the impression of an on-going relationship, of us doing their new CF-based clients' development work, but - without telling us - pushing them towards their own ASP environment. Naturally the client should get what's best for them and not be the victim (again) of their developers mucking them around (as Company A did). We're fine with these clients deciding they're best with Company B, we just think that all the cards should be on the table. Only, Company B have said that if we approach any clients and any of them decide to go with us, they'll take legal advice. Has anyone been in this situation or something similar? Any views? many thanks, Gyrus [EMAIL PROTECTED] play: http://norlonto.net/ work: http://tengai.co.uk/ PGP key available ~| Archives: http://www.houseoffusion.com/cf_lists/index.cfm?forumid=4 Subscription: http://www.houseoffusion.com/cf_lists/index.cfm?method=subscribe&forumid=4 FAQ: http://www.thenetprofits.co.uk/coldfusion/faq This list and all House of Fusion resources hosted by CFHosting.com. The place for dependable ColdFusion Hosting. http://www.cfhosting.com Unsubscribe: http://www.houseoffusion.com/cf_lists/unsubscribe.cfm?user=89.70.4
RE: approaching clients of (former) employer
So first, standard disclaimer... IANAL so take this with one helluva grain of salt. Also, I can only speak of experience in the US, a society which is quite a bit more litigious than, um, everyone else. That said, what I have to say is probably not what you want to hear. The short of it is that, even though you never signed anything with Company A, you accepted their money. While this is not a true contract, it is very nearly one and could be argued in court that it provides for a contractual relationship. The real question, disregarding ethics, is what the terms of the contract were between Company A and Company B. Did they just buy the client list, all rights that Company A can infer about those clients, the entire company, etc.? I suspect the answer to this question would greatly impact your ability to legally contact these clients. Also, I'm assuming that you did work for some of the same clients under Company B as under Company A. If so, than the almost-a-contract stuff applies here as well. But maybe only to those clients that you worked for while under Company B. Also, while Company B might have legal ground to keep you from calling the clients, there's nothing that would stop the clients from calling you. Especially since your "contract" doesn't include a non-compete along those lines. Of course, all of the above ignores the question of ethics. Unfortunately, while the notion of making sure the clients know all of the facts before being pushed towards ASP is a noble one, it is also none of your concern as, technically, they were never *YOUR* clients. Even if you worked directly with them, you did so under the auspices of Companies A & B. Anyway, I hope my rambling is of some help. I hope it all works out for you. -- Mosh Teitelbaum evoch, LLC Tel: (301) 942-5378 Fax: (301) 933-3651 Email: [EMAIL PROTECTED] WWW: http://www.evoch.com/ > -Original Message- > From: Gyrus [mailto:[EMAIL PROTECTED] > Sent: Monday, July 14, 2003 1:43 PM > To: CF-Talk > Subject: OT: approaching clients of (former) employer > > > Hi, > > Just wondered if any of the people here a bit wiser to the ways of the > industry and legal matters could give us their opinion on a > slightly sticky > situation that's cropped up for us. We'd really appreciate any > advice. I'll > say upfront that we're UK-based, so I'm not sure if any legal issues are > UK-specific. > > The short version of the long story is that myself and a friend, > who offer > our freelance web services under the name Tengai, used to do a > lot of work > as sub-contractors for (let's say) Company A. The work (all based on > ColdFusion) was all done without any written contracts, and all > seemed well > until (don't sneer!) they went belly up owing us money. > > Their client list was bought by (let's say) Company B. We vaguely > considered leaping in and trying to poach the clients in the > transfer, but > accepted that despite there being no written contracts, it was unethical, > and played the game. We met with Company B, they seemed a bit more > organised than Company A, and said that while their own in-house > stuff was > all based on ASP and MS technologies, they'd probably continue the > relationship with us as sub-contractors to do the CF work. > > We did a few little jobs through them in the first months, but near the > beginning of this year everything went quiet. As far as we were > aware, the > clients were just backing away from the hiked-up prices that > Company B were > putting through to them. > > So recently, with times being tough, we've come back round to idea of > approaching these clients directly. We've not had any work from Company B > for nearly 6 months, so we see the sub-contractor relationship as > effectively lapsed. > > However, we decide to be upfront and honest about it, and inform > Company B > of our intentions. They come back and let us know that we shouldn't > approach these companies as they're now valuable clients of theirs and... > wouldn't you know it... they're in the process of persuading them to > migrate to ASP and MS-based technologies. > > Of course, they think we're being unethical. Even though they > concede that > they don't really have work for us, they say we're using information > (contact info for the clients) that is priveleged and binds us to the > sub-contractor relationship. To us, though, we would have this > information, > having been the cornerstones of all the work done for the clients via > Company A during 2000 - 2002. Company B surely can't hold us to a > sub-contractor relationship when they're not giving us any work, > and don't > pretend to have any for us now - especially since there's never been > anything but verbal agreements. > > In our view, they've been less than ethical in giving the > impression of an > on-going relationship, of us doing their new CF-based clients' > development > work, but - without telling us - pushing them towards their own ASP > environment. > > Na
