NDAs / Directorships / Companies....

[NewbietoLaw]

California.

Please help guys I'm in a real nightmare!

Basically a group of us started a company, there was a CEO assigned a role when he formed the company. An informal agreement was made to make the rest of us diectors, but nothing was signed. We did however sign an NDA.

One of the others left, and set up on his own - a company in the same area. He had bought, whilst with us, some domain names, and refused to give them back, as he claimed in the absence of a contract, they were his not ours, and now our company want to take him to court over them.

Thing is, he asked me to sign an NDA for him, which I did, because he just wanted someone to talk to about what he was doing, and as we'd been close friends I saw no problem.

I never revealed any information about my own company (past or present) to him, and the info flow was from him to me completely.

I need to know if I've done anything wrong / if I can get out of this NDA which is less than 2 weeks old

Please help if you can!

 

[divgradcurl]

You need to talk with a lawyer. There are all sorts of issues here, related to the NDA's, ownership of property, and the formation of the company, that can't be answered without seeing all of the documents.

Here's some issues that are obvious right off the bat:

"Basically a group of us started a company, there was a CEO assigned a role when he formed the company. An informal agreement was made to make the rest of us diectors, but nothing was signed."

So, what business form did you create? Did you try and form a corporation, partnership, what? Forming a corporation takes quite a bit more than simply appointing a CEO and a board of directors.

"One of the others left, and set up on his own - a company in the same area."

Probably not an issue -- even if you had a non-compete agreement, CA doesn't like 'em.

"He had bought, whilst with us, some domain names, and refused to give them back, as he claimed in the absence of a contract, they were his not ours, and now our company want to take him to court over them."

If he bought them in his own name, he may be right. If you had properly formed a corporation and he was an agent of the corporation, then he may be wrong.

"Thing is, he asked me to sign an NDA for him, which I did, because he just wanted someone to talk to about what he was doing, and as we'd been close friends I saw no problem."

Did you sign the NDA as an individual, or as a director of a corporation, in which case the NDA may be binding on the entire corporation?

"I need to know if I've done anything wrong / if I can get out of this NDA which is less than 2 weeks old "

Have you done anything wrong? Who knows, this is much too complicated to figure out from the sketchy details. Can you get out of the NDA? Well, that will depend on thelanguage of the NDA.

It should be obvious that this is a complicated situation -- you really need to see a local attorney who can review all of the documentation and hear the entire story.

Good luck.

 

[NewbietoLaw]

Thanks for your advice

I saw a lawyer, and he said similar things to yourself. I showed him both NDAs and he said there wasn;t a probelm as I signed the second one as an individual

I've asked for and got a resindment of the second NDA so can't see there being further problems even if they did go to court, which seems highly unlikely

Thanks again.