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paid no money and got no results = "client"?

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bbudney

Junior Member
What is the name of your state? New York

If Acme returned the deposit and gave no product to Cogswell Cogs, is Cogswell still considered a former "client" of Acme?

I was a salaried employee of a service company (Acme), and have a 12-month non-solicitation agreement that prohibits me from soliciting or accepting work from anyone who was a client of Acme within the 12 months before I quit.

Cogswell Cogs asked Acme to write a custom software program. I was the only person working on the project while I worked for Acme. After trying in vain to resolve some issues I had with Acme, I gave my 30-day notice of resignation (enough time to complete the project). Acme immediately dismissed me and returned the deposit they had accepted to Cogswell, saying that they would not be able to fulfill the contract.

Now Cogswell is angry with Acme for leaving them without a mission-critical product and wants to hire me to finish the project. I would like to help them, and from an ethical standpoint I am comfortable that Acme pretty much gave up rights to both me and the client, but I wonder what is the legal point of view?

If Acme returned the deposit and gave no product to Cogswell, is Cogswell still considered a "client"?




I have followed the high road throughout, and want to continue to do so. I do not want to steal a client from Acme. However, if Acme dropped the ball with both Cogswell Cogs and with me, then could Acme still have a potential beef with me if I help out Cogswell?

Acme have proven themselves to be aggressive and unreasonable, which is another reason that I left. And that is why I want to make sure I am on firm ground!
 
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I AM ALWAYS LIABLE

Senior Member
bbudney said:
What is the name of your state? New York

If Acme returned the deposit and gave no product to Cogswell Cogs, is Cogswell still considered a former "client" of Acme?

I was a salaried employee of a service company (Acme), and have a 12-month non-solicitation agreement that prohibits me from soliciting or accepting work from anyone who was a client of Acme within the 12 months before I quit.

Cogswell Cogs asked Acme to write a custom software program. I was the only person working on the project while I worked for Acme. After trying in vain to resolve some issues I had with Acme, I gave my 30-day notice of resignation (enough time to complete the project). Acme immediately dismissed me and returned the deposit they had accepted to Cogswell, saying that they would not be able to fulfill the contract.

Now Cogswell is angry with Acme for leaving them without a mission-critical product and wants to hire me to finish the project. I would like to help them, and from an ethical standpoint I am comfortable that Acme pretty much gave up rights to both me and the client, but I wonder what is the legal point of view?

If Acme returned the deposit and gave no product to Cogswell, is Cogswell still considered a "client"?




I have followed the high road throughout, and want to continue to do so. I do not want to steal a client from Acme. However, if Acme dropped the ball with both Cogswell Cogs and with me, then could Acme still have a potential beef with me if I help out Cogswell?

Acme have proven themselves to be aggressive and unreasonable, which is another reason that I left. And that is why I want to make sure I am on firm ground!


My response:

What does your non-compete agreement say about your above situation?

Would you require confidential information gleaned by you from Acme in order to complete the Cogswell project?

New York is a "right-to-work" State; so, in the absence of a reasonable non-compete agreement, you're free to work for Cogswell. Acme abandoned the Cogswell contract, and Cogswell is free to go to any other person or company to do their work.

IAAL
 

bbudney

Junior Member
what is the definition of a "client"?

> What does your non-compete agreement say about your above situation?

The agreement says that I cannot solicit or accept work from anyone who was a client of Acme for a year prior to my termination.

I believe the key word here is "client". Cogswell DID ask Acme to do the job, and gave Acme a down payment. Acme returned the down payment and declined the job after two months of work.

So was Cogswell a client or not? Is there a specific legal definition of the word "client"?

And, no, I don't need any confidential information to do the job.

All of this makes me wonder just how "reasonable" my non-compete agreement is. I disagreed with the contract, but they forced me to sign it.
 
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I AM ALWAYS LIABLE

Senior Member
bbudney]> What does your non-compete agreement say about your above situation?

The agreement says that I cannot solicit or accept work from anyone who was a client of Acme for a year prior to my termination.



MY RESPONSE: There is no "legal" definition of "client". However, client, in it's ordinary sense means the party for which professional or business services are rendered. There were no professional or business services "rendered". The project was, in fact, abandoned by Acme. So, it's likened to a person walking into a store, looking around, asking if the store has XYZ product, being told no, and then walks out of the store. All because the person walked into the store, and didn't buy anything, doesn't make them a customer.

However, since the word "client" is subject to a few definitions, none of which are defined in your agreement, that fact makes that portion of the agreement vague and ambiguous; i.e., your definition and meaning is different from Acme's definition and meaning. But, since Acme wrote up the contract, all ambiguities are against them, and in favor of your definition and meaning.

Now, the bigger question for you is whether you're able to withstand a lawsuit by Acme, despite the above facts, theories and hypotheses.

IAAL
 

bbudney

Junior Member
Perfect!

Perfect. I thought I was on solid ground, and your responses confirm that.

> [are you] able to withstand a lawsuit by Acme, despite the above[?]

The bad news is that I cannot put up much of a legal battle, but the good news is that is because I don't have a lot of money right now. My friends call me an Internet ex-millionaire... I made a lot during the boom and got wiped out by the bust and am only beginning to recover. I suppose that works in my favor in two ways; first because it makes me an undesirable target and second because it goes right back to that "right to work" principle.

You have been very helpful and I really appreciate you effort. I had a meeting with my new prospective client yesterday, and it looks promising that they will re-hire me. So what can I do for you? May I pay you for your time? Do you practice in New York State? Could I perhaps bring some larger business to you? What are you looking for?
 
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I AM ALWAYS LIABLE

Senior Member
bbudney said:
Perfect. I thought I was on solid ground, and your responses confirm that.

> [are you] able to withstand a lawsuit by Acme, despite the above[?]

The bad news is that I cannot put up much of a legal battle, but the good news is that is because I don't have a lot of money right now. My friends call me an Internet ex-millionaire... I made a lot during the boom and got wiped out by the bust and am only beginning to recover. I suppose that works in my favor in two ways; first because it makes me an undesirable target and second because it goes right back to that "right to work" principle.

You have been very helpful and I really appreciate you effort. I had a meeting with my new prospective client yesterday, and it looks promising that they will re-hire me. So what can I do for you? May I pay you for your time? Do you practice in New York State? Could I perhaps bring some larger business to you? What are you looking for?


My response:

I'm not looking for anything. Have a nice life.

IAAL
 

bbudney

Junior Member
thanks

> I'm not looking for anything. Have a nice life.

Wow, you are going to ruin all of the lawyer jokes.

Thank you. I hope your generosity circles back to you someday. In any case, I will pass on a favor to someone else, so that the circle can continue.
 

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