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TJ, Esq.
TJ, Esq., Attorney
Category: Business Law
Satisfied Customers: 11783
Experience:  JD, MBA
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I was recently termination and I would like to know the legality

Customer Question

I was recently termination and I would like to know the legality of the following.

- As I am the only sales person and clients all know me, is their anything stopping me form a legal stand point of taking clients with me? I do not have a non compete clause.

- I also own 16.7% of the company as a share holder would this also be a problem?

I can liquidate my shares very quickly.
Submitted: 5 years ago.
Category: Business Law
Expert:  TJ, Esq. replied 5 years ago.

Hello and thank you for allowing me the opportunity to assist you.

Without a noncompete clause, I don’t believe that there is anything stopping you from taking clients with you. If you were still an employee, then you would owe your employer a duty of loyalty that would legally prevent you from sending clients elsewhere, and if you were an officer of the corporation rather than just a shareholder, then you’d owe a similar duty. However you owe the company no duties as a former employee and a shareholder in the absence of an agreement.

Have I satisfactorily addressed your concerns? If not, then please feel free to ask for clarification.

If the information that I provided is helpful, then please remember to click the green accept button so that I will receive credit and compensation for my time. Positive feedback is always appreciated as well. Thank you and good luck!

DISCLAIMER: Please be aware that only an attorney licensed in your state is authorized to advise you in legal matters, and that the limitations of this setting may prevent your legal issues from being thoroughly addressed. Accordingly, please understand that (1) by answering your question(s) I am not acting as your attorney, (2) my answer(s) should be construed as general information only, and (3) our discussion is not an adequate substitute for an in-person consultation with an attorney.

Customer: replied 5 years ago.
I know have a Seperation and Release Agreement from the company. I can copy and paste the details to you or upload the PDF for review. Inside of the agreement is a non compete clause so I will simply not be signing it.

What I am looking for is how to send back an offical response to them.

Hope you can help me out.
Expert:  TJ, Esq. replied 5 years ago.
Hi again. What do you mean that you're looking for how to send back an official response?
Customer: replied 5 years ago.
I have recieved an agreement that I am not going to accept. I would like to do the following.

a. Make a counter offer to the agreement

or

b. Write back to them that I will not accept their agreement. Not sure of the legal information I will need to put into the agreement.

Please not that is more to this story. I was part owner in a Internet Business. I wanted an employee fired for sleeping with my now ex-wife. The president did not listen to me and would not do this on grounds she felt we would be suided by him for sexual harrasment.

I pleeded for six weeks to have him fired so I did not have to see him in our office and remind me everyday that he ruined my marriage. The president of the company would not fire him because of reason give above. I gave them an altamatum that I would turn all of our servers off, which in turn would make customers websites go offline if not fired. I would never do this at all. I simply did this to get their attention that I wanted to meet to discuss this issue so once and for all he would be fired..

Upon our meeting which was 90 minutes later they terminated me. As I do not have a non compete clause they are trying to stop me by giving me a serverence package with full pay and other options for the next six months.

I will not sign this because of the non complete clause.

I need to find out what response to tell them back or if I have gone to far and need to sign the agreement they have provided.

How can I get the agreement to you?

Expert:  TJ, Esq. replied 5 years ago.
Hi again. You can post the agreement here if you'd like, though you should know that it may pop up in an internet search.

I can tell you, however, that if you don't want to accept the agreement, then you don't need to do anything. You don't even need to respond. You can literally ignore them and move on with your life, and take the clients with you. If you want to be polite, you can send a very short email or make a very short phone call and just say thanks but no thanks. If your goal is to get a bigger severance package, then you should simply state it like it is: I will not agree to a non-compete unless I am given more money. There is nothing underhanded about it. If you take the clients then you'll be in a better position financially than if you don't take the clients. Therefore, you should be compensated for the loss that the company is asking you to take for their own benefit. In very simple terms, they're trying to purchase your right to take the clients ... what is that right worth to you? When you figure that out, then you'll know whether you want to accept the deal or demand more. Of course, you'll also have to take into account the risk that the clients won't actually go with you.

If the information that I provided is helpful, then please remember to click the green accept button so that I will receive credit and compensation for my time. Positive feedback is always appreciated as well. Thank you and good luck!

DISCLAIMER: Please be aware that only an attorney licensed in your state is authorized to advise you in legal matters, and that the limitations of this setting may prevent your legal issues from being thoroughly addressed. Accordingly, please understand that (1) by answering your question(s) I am not acting as your attorney, (2) my answer(s) should be construed as general information only, and (3) our discussion is not an adequate substitute for an in-person consultation with an attorney.

Customer: replied 5 years ago.
Thanks for all of the great advice. Would it be at all possible for one other expert to review this as I would always like a second opinion.

Also my outburst about taking the company down could not be used against me in any way?
Expert:  TJ, Esq. replied 5 years ago.
Hi again.

I don't know how your outburst could hurt you. You can't be sued successfully for something that didn't happen.

I'll ask a colleague to review the answer.

Please remember to click the green accept button so that I will receive credit and compensation for my time. Positive feedback is always appreciated as well. Thank you and good luck!

DISCLAIMER: Please be aware that only an attorney licensed in your state is authorized to advise you in legal matters, and that the limitations of this setting may prevent your legal issues from being thoroughly addressed. Accordingly, please understand that (1) by answering your question(s) I am not acting as your attorney, (2) my answer(s) should be construed as general information only, and (3) our discussion is not an adequate substitute for an in-person consultation with an attorney.

Customer: replied 5 years ago.
One more question for you. When an employer says you are terminated is it right that moment or is it the end of that day or something different?
Expert:  TJ, Esq. replied 5 years ago.
Hi again.

When an employer says that you're terminated, it can be right at that moment, or at the end of the day, or whenever the employer says. And of course, if it's a time other than right at that moment, then the employee can go along with it, or he can simply leave (which would in essence be quitting).

Please remember to click the green accept button so that I will receive credit and compensation for my time. Positive feedback is always appreciated as well. Thank you and good luck!

DISCLAIMER: Please be aware that only an attorney licensed in your state is authorized to advise you in legal matters, and that the limitations of this setting may prevent your legal issues from being thoroughly addressed. Accordingly, please understand that (1) by answering your question(s) I am not acting as your attorney, (2) my answer(s) should be construed as general information only, and (3) our discussion is not an adequate substitute for an in-person consultation with an attorney.

TJ, Esq. and 2 other Business Law Specialists are ready to help you
Customer: replied 5 years ago.
I am a little confused by your answer. I have been given as of today by my former employer a non compete agreement. They would like me to sign this and return it. Would I then technically still be employee until I either say "no" or return it and sign it?

It basically states they do not want me to take clients, complete with them in the same market place, use the trade secrets I have learned, etc. From my point of view it seems that they terminated me with out thinking and this is a way of trying to cover their back. The agreement does give compensation in serval ways which is helpful as well.

Your advice is greatly appreciated. Is their a way to provide this argreement to you for review?
Expert:  TJ, Esq. replied 5 years ago.
Hi again.

You are an employee until you either quit or are fired. You can quit or be fired before or after you sign the agreement, and before or after you say "no." I don't mean to sound cryptic, but the answer depends on what you and your employer agree to. If your employer says that you're fired immediately, then that's how it is. If your employer says that you're fired after you sign the agreement, then that's how it is, unless you opt to quit earlier than that. Does that make sense?

I'm not sure how you can upload the document here, though you can certainly upload it elsewhere and send the link here. Be aware that it may appear in a Google search, however.

DISCLAIMER: Please be aware that only an attorney licensed in your state is authorized to advise you in legal matters, and that the limitations of this setting may prevent your legal issues from being thoroughly addressed. Accordingly, please understand that (1) by answering your question(s) I am not acting as your attorney, (2) my answer(s) should be construed as general information only, and (3) our discussion is not an adequate substitute for an in-person consultation with an attorney.

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