(VA,USA) Are the terms of an offer letter sellable?

[Bobbyocean]

I was recently offered employment with Company A with a sign on bonus, some other incentives, and good benefits. I really wanted to work for Company A and accepted. My offer letter states and I quote,

"Upon acceptance of the aforementioned offer of employment, along with all contingencies outlined you acknowledge that if your employment with Company A ends due to your resignation before the completion of 12 consecutive months of employment after the effective date of your hire, you must reimburse the company the full amount of any sign−on bonus and/or relocation payments."

About 6 months later, Company A sells the entire sector to Company B. Now all my benefits are changing, my career opportunities, and I no longer work for Company A (who I wanted to stay with). Company A even signed a contract that they will not hire anyone from the acquisition for 2 years that they sold to Company B, so I can't even apply for a job with Company A anymore. I never wanted to be with Company B and didn't know I would be sold to them.

This has led me to consider other employment, but I am still within the 12 months described above. Do I need to be concerned about the offer letter conditions? Are the conditions of the offer letter I agreed to with Company A, sellable to Company B without my consent or knowledge? Am I right in thinking that because I am now terminated with Company A (and not by resignation or choice) that the terms and conditions of the offer letter have already been legally fulfilled?

 

[adjusterjack]

This has led me to consider other employment, but I am still within the 12 months described above. Do I need to be concerned about the offer letter conditions?

Yes.

Are the conditions of the offer letter I agreed to with Company A, sellable to Company B without my consent or knowledge?

Yes.

Am I right in thinking that because I am now terminated with Company A (and not by resignation or choice) that the terms and conditions of the offer letter have already been legally fulfilled?

Without reading the complete letter and the sales contract between Company A and Company B I can only surmise the possibility that Company B purchased the assets and the liabilities and your contract is still enforceable by Company B.

If you are planning on leaving ask your new employer to release you from your contract, in writing. If you aren't comfortable doing that, I suggest you take your offer letter to an employment attorney for review.

Caution is the word for the day.

 

[cbg]

You might want to take all the associated documentation to an attorney for review. The devil is in the details and while it is not certain that your agreement with Company A is still in force, it's not certain that it isn't, either.

 

[zddoodah]

About 6 months later, Company A sells the entire sector to Company B.

For this sentence to have any meaning, you're going to need to explain what "sells the . . . sector" means.

Do I need to be concerned about the offer letter conditions?

Yes. That's not to say is remains enforceable, but it's possible.

Are the conditions of the offer letter I agreed to with Company A, sellable to Company B without my consent or knowledge?

One doesn't sell a condition, but it's possible that Company B is Company A's successor in interest for this purpose.

Am I right in thinking that because I am now terminated with Company A (and not by resignation or choice) that the terms and conditions of the offer letter have already been legally fulfilled?

Maybe.

You have three choices: (1) wait out the year; (2) resign and take your chances; or (3) seek advice from a Virginia employment attorney and then, depending on his/her advice, either wait out the year or resign. Note that, if you resign (whether or not on the advice of an attorney), you might face a repayment demand. By the way, how much money is at issue here?

 

[Zigner]

Are the conditions of the offer letter I agreed to with Company A, sellable to Company B ... ?

The word you mean to use is "assignable", not "sellable". You are asking if your contract with Company A can be "assigned" to Company B.

You can do a web search for the phrase "Assignment of Contract" for more information.

Note: "Assignment" goes hand-in-hand with the phrase "Successor in Interest" that was mentioned above.

 

[Bobbyocean]

For this sentence to have any meaning, you're going to need to explain what "sells the . . . sector" means.



Yes. That's not to say is remains enforceable, but it's possible.



One doesn't sell a condition, but it's possible that Company B is Company A's successor in interest for this purpose.



Maybe.

You have three choices: (1) wait out the year; (2) resign and take your chances; or (3) seek advice from a Virginia employment attorney and then, depending on his/her advice, either wait out the year or resign. Note that, if you resign (whether or not on the advice of an attorney), you might face a repayment demand. By the way, how much money is at issue here?

"Sells sector" means 10% of the corporation was sold and acquired by a competitor, nearly 5,000 employees. We are talking about 30-40K.

 

[Bobbyocean]

I see a lot of people posting and talking about a contract. What is the difference between a contract and a signed offer letter?

Do signed offer letters have the same status as a contract? I have no contract as far as I know, no non-compete clauses or anything like that. Why would a company not have to disclose selling you to another corporation as part of your offer letter? They never mention anything of the sort. My offer letter only contains information about how much I will love working at Company A.

I don't understand how I can tell Company A, yes I want to work for you and sign to that effect, but then they could turn around and sell me to someone else and transfer the liability? Seems strange, I am fairly certain that doesn't work in reverse. I am not able to sell/transfer/assign my liabilities/benefits in my offer letter to another party without consent from Company A, correct? But they can do that to me?

I do see the large amount of skepticism and that makes me think that it really wouldn't matter so much about tracking down and determining the exact law. In end I could still find my self in court, right or wrong, trying to defend myself because I didn't want to wait a few more months. Perception of looking liable can be just as costly as being liable.

 

[quincy]

... What is the difference between a contract and a signed offer letter?

Do signed offer letters have the same status as a contract? ...

Signed contracts are (generally) legally binding. Signed offer letters (generally) aren’t.

 

[FlyingRon]

If it were to rise to the letter of a contract, it is assignable (what the poster refers to as "sellable"). I've never seen a company that required repayment of a signing/relocation/training cost on early resignation that didn't make a specific agreement to be signed rather than just the offer letter.

 

[zddoodah]

"Sells sector" means 10% of the corporation was sold and acquired by a competitor, nearly 5,000 employees. We are talking about 30-40K.

To sell "10% of the corporation" means that shares of stock have changed hands. I doubt that's what happened, but I believe I understand.

In any event, for $30-40k, if you're unwilling to wait out the (12-X) months, not consulting with legal counsel would be utterly foolish. You could also discuss the matter with your supervisor or an HR rep with the new employer, but that would carry risks that I assume are obvious (although getting yourself fired apparently wouldn't trigger the repayment obligation).