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MStrisik, Attorney
Category: Legal
Satisfied Customers: 288
Experience:  General practitioner; former litigator.
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right to sue

Customer Question

right to sue
Submitted: 8 years ago.
Category: Legal
Expert:  MStrisik replied 8 years ago.

Hi there,


What is your question?

M. Strisik, Esq.

MStrisik and 7 other Legal Specialists are ready to help you
Customer: replied 8 years ago.
the last paragraph though not phrased as one question is the question i face

Customer: replied 8 years ago.
Do I wait and you email me an answer?
Expert:  MStrisik replied 8 years ago.



The employees have done nothing wrong. You have not indicated that the employees signed a non-compete agreement with you when they started and you did not indicate that you had the other company sign an agreement with you regarding your employees.


What agreement do you feel they broke?


M. Strisik, Esq.

MStrisik and 7 other Legal Specialists are ready to help you
Customer: replied 8 years ago.
its not the employees. they are great. i totally understood there taking the salaries, bonuses, options and extras. its the other company much larger then us. we had an agreement with them not to pooch their employees and they gave us a verbal agreement not to pooch ours. the acquisition was supposed to have been for talent (the employees) and the companies other resources (source code, etc). everyone expected this to come thru. they received all the paperwork to join the other company but 28 dec they notified us they did not at this time want to pursue that. the employees and their families had been expecting this to go thru and so even though they feel bad about leaving they chose that security.

the other company acquired the talent without buying the company. the company was not being sold for a lot. it seemed the best way to go and least complicated for everyone was the buyout but they avoided that led us on and had the employees thru this technique. we did sign an agreement not to take their employees. the other company did not sign an agreement but it may be the agreement we signed worked both ways. also they gave us a verbal they would not do that. all along they offered jobs to our employees. so the question is did the other copany break its (verbal and maybe signed) agreement not to pinch our employees and is this worth pursuing or threatening in some fashion to bring them back to the table to finalize the agreement to the buyout?
Expert:  MStrisik replied 8 years ago.


Your written agreement with the other company is the controlling agreement. Any 'extrinsic' evidence that is otherwise offered to a court of law to determine a contract dispute would fall under the "parole" evidence rule.


The rule says that you cannot use extrinsic (verbal) evidence against someone who said the words unless it is:


  • To aid in the interpretation of existing terms.
  • To show that in light of all the circumstances surrounding the making of the contract, the contract is actually ambiguous, thus necessitating the use of extrinsic evidence to determine its actual meaning.
  • To resolve an ambiguity in the contract.
  • To show that an unambiguous term in the contract is in fact a mistaken transcription of a prior valid agreement. Such a claim must be established by clear and convincing evidence, and not merely by the preponderance of the evidence.
  • To show fraud, duress, mistake, unconscionability (276 N.E.2d 144, 147), or illegal purpose on the part of one or both parties.
  • To show that consideration has not actually been paid. For example, if the contract states that A has paid B $1,000 in exchange for a painting, B can introduce evidence that A had never actually conveyed the $1,000.
  • To identify the parties, especially if the parties have changed names.
  • To imply or incorporate a term of the contract.

    In order for evidence to fall within this rule, it must involve either (1) a written or oral communication made prior to execution of the written contract; or (2) an oral communication made contemporaneous with execution of the written contract. Evidence of a later communication will not be barred by this rule, as it is admissible to show a later modification of the contract (although it might be inadmissible for some other reason, such as the Statute of Frauds).


    I hope this helps.

    M. Strisik, Esq.