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Barrister
Barrister, Attorney
Category: Business Law
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Experience:  14 years practicing attorney, MBA
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My friend created a twitter account that became really popular,

Resolved Question:

My friend created a twitter account that became really popular, so popular that he was approached by a company that wanted to use his twitter as the idea for a web site.

He signed a contract between him and the company, allowing them to use the name of his twitter account and idea to create this web site.

The contract also states that my friend is to receive 30% of the revenu generated by the YouTube channel the company set up in the same name.

The relationship between the company and my friend broke down and he no longer wishes to allow them access the the Twitter account.

There is a line in the contract stating that he will not change the password XXXXX that account but, There is nothing in there disallowing him from transferring ownership of the account to another party.

Can he transfer the account to another person so that the person the account was transfered to can change the password?

He no longer want himself or the company to have access to the Twitter account.
Submitted: 3 years ago.
Category: Business Law
Expert:  Barrister replied 3 years ago.

Hello,

 

That is a creative idea, but it won't work. If the contract states that he can not change the password, then if he undertakes any actions to circumvent that restriction, the other side could then file suit against him for "intentional interference with contract".

.

So the long and short of it is that if the company has violated the contract in any way, his recourse would be to file suit against them for breach of contract and seek damages. But if he takes any actions that would result in a breach of the contract, either personally or otherwise, they can hold him liable.

.

Additionally, if he transfers legal ownership of the account, the transferee would "step into the his shoes" and be similarly bound under the contract restriction.

.

.

thanks

Barrister

 

 

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Barrister, Attorney
Category: Business Law
Satisfied Customers: 23799
Experience: 14 years practicing attorney, MBA
Barrister and 7 other Business Law Specialists are ready to help you
Customer: replied 3 years ago.
"The Contractor agrees not to engage in any behavior that would cause hardship to the Company, such as instances of sabotage. The Contractor agrees not to change any passwords for any Company-related projects without the consent of the Company."

^Thats what it says in the contract.


BUT I just noticed the following in the contract:

"However, either party may terminate this contract in writing in the following instances:
(1) If either party is convicted of a criminal offense.
(2) Failure by the Contractor to meet deadlines for performance of services or failing to meet the standards required by the Company in the performing of services.
(3) Insolvency or bankruptcy of either party.
(4) Change of ownership of the business of either party."

Number 4 states that the change of ownership could be used to terminate the contract.
Or am I just out of luck?

Expert:  Barrister replied 3 years ago.

Well, that is an interesting clause. With a plain language reading of it, it appears that if the contractor was to transfer his interest to another party with no malicious intent, then the contractor would be able to terminate the contract. The question would then be did the contractor transfer the business strictly to sabotage the company? If so, then I think that they could still hold contractor liable as it was done for fraudulent reasons.

.

But if it was a legitimate sale/transfer of the contractor's interest, then it appears that it would give grounds to cancel in writing. Presumably the company would then have to enter into a new contract with the new contractor.

.

.

thanks

Barrister

 

 

Customer: replied 3 years ago.
Thanks for your quick replies.
So do you think if we found valid reasons, we could have a lawyer draw up a letter explaining the transfer in a way that makes it look like it was in his best interest to transfer the account?

That seems easier than filing for a breach of contract. Even though in the contract they are supposed to pay him the revenues on a monthly basis, but they haven't paid him in over 4 months.

He is thinking about using that as the grounds for transferring the account.
Expert:  Barrister replied 3 years ago.

I think that would definitely be faster and less expensive than filing suit for breach of contract. If there were some sort of payment, that would also help "validate" the transfer, even if it were some type of promissory note that may or may not be enforced by the seller.

 

thanks

Barrister

 

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