Have Legal Questions? Ask a Lawyer Now.
in most situations, verbal contracts can be binding if the surrounding facts indicate that the essential elements of contract formation were satisfied
normally there must be "consideration" to have a valid contract, but here the consideration can be the exchange of promises. however, if his promise not to compete was conditioned on the acceptance of the terms in the contract he gave you then arguably there was no agreement.
...because you rejected those terms. However, contracts aside, you do not need a contract you prevent someone from using your trade secret information to unfairly compete or gain an undue advantage....but there is a lot of gray area as to who is the owner of these trade secrets upon your departure. You may have to look at any employment terms you had as part of your 1099....because I doubt they would allow a 1099 employee (or any other type of employee) to retain or use trade secret info upon departure from the organization.
There was over $1,000,000 in consideration over a 6 year period. We both came from an agency where you owned your book of business and as such all information is considered a trade secret. I also know of his accounts from working with him for 18 years.
It's acknowledged in this agency that all producer/brokers OWN their clients, client info and the right to retain those clients when they leave
If the information is considered trade secret of the individual, then that woudl be critical to this issue
EVERY producer in the agency understands these facts
Do you have actual experience in contract law related to employment matters?
I have dealt with the IP issues, some relating to employment but not specifically employment. However, the particular agreement you had is most important. From what you have said this would be an exception to the typical scenario....generally companies do not all employees of any kind to retain trade secrets. So you are saying that you both know each others "trade secrets" and that he is using yours and you "could" use his...?
"do not allow employees"
If he is your former employer, I would be very hesitant to use these trade secrets because I don't think you would be on an equal footing
without something in writing that essentially states that you can use the information, because the default rule is that the employer would own all IP and trade secrets arising in the course of your employment.
Now, if you have a verbal agreement APART from the written contract that you rejected, then that could certainly be binding as long as you both exchanged promises
That is key because the verbal agreement could supercede any existing agreements/conditions
however, if the verbal agreements were just part of the preparation/negotiation of the agreement that was in writing and was rejected by you, then I would not count on that verbal agreement as it will be hard to enforce since he can cite to the written agreement that was rejected as evidence there was no agreement
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).