Will my friend or I violate the non-solicitation agreement?

[ag81]

What is the name of your state? California

My friend and I joined Company A in January 2020. We both signed the same non-solicitation agreement that states, "You agree not to solicit any employees from Company A for a period of 12 months in the event of a termination without cause."
My friend has a friend, Jimmy, who just started a new company in November 2020.
My friend has been friends with Jimmy for 7 years.
I have met Jimmy once in August 2019 during my friend's gathering event.

Jimmy recruited me and my friend separately to join his new company. He just offered both of us a job.
If both my friend and I leave Company A at the same time, do we violate the agreement?
What is the worst case scenario that Company A could do when we both resign at the same time?

 

[quincy]

What is the name of your state? California

My friend and I joined Company A in January 2020. We both signed the same non-solicitation agreement that states, "You agree not to solicit any employees from Company A for a period of 12 months in the event of a termination without cause."
My friend has a friend, Jimmy, who just started a new company in November 2020.
My friend has been friends with Jimmy for 7 years.
I have met Jimmy once in August 2019 during my friend's gathering event.

Jimmy recruited me and my friend separately to join his new company. He just offered both of us a job.
If both my friend and I leave Company A at the same time, do we violate the agreement?
What is the worst case scenario that Company A could do when we both resign at the same time?

If Jimmy is not or was not part of Company A and, therefore, did not sign any no-solicitation agreement with Company A, he is violating no agreement by hiring you and/or your friend and neither you nor your friend would be violating the no-solicitation agreement you signed with Company A by taking Jimmy up on his offer - assuming that there is nothing additional in any agreements you signed with Company A that would preclude your taking the job with Jimmy. All agreements need to be read in their entirety to determine this. If in doubt, take what you have signed with Company A to an attorney in your area for a personal review.

 

[adjusterjack]

If both my friend and I leave Company A at the same time, do we violate the agreement?

No. But soliciting Company A's customer's directly or indirectly could certainly violate the agreement.

What is the worst case scenario that Company A could do when we both resign at the same time?

Worst case scenario occurs if you solicit Company A's customers or even give Jimmy their names. Then you get sued into the poorhouse.

 

[quincy]

No. But soliciting Company A's customer's directly or indirectly could certainly violate the agreement.



Worst case scenario occurs if you solicit Company A's customers or even give Jimmy their names. Then you get sued into the poorhouse.

Jimmy is not bound by the no-solicitation agreement unless he signed it.

 

[LdiJ]

No. But soliciting Company A's customer's directly or indirectly could certainly violate the agreement.

The agreement was to not solicit employees not customers.

Worst case scenario occurs if you solicit Company A's customers or even give Jimmy their names. Then you get sued into the poorhouse.

Again, it was an agreement not to solicit employees.

Jimmy is not at risk because he signed no agreement. The OP is not at risk because he definitely did not solicit any employees. The one person who might have some slight risk is the OP's friend and co-worker, because it might be proven credible that he solicited the OP.

 

[adjusterjack]

Oh Carp. I'm so used to reading about non-competes that I totally missed that.

Though, given the nature of the contract, I wonder if there is also something in there about not soliciting customers.

 

[quincy]

Oh Carp. I'm so used to reading about non-competes that I totally missed that.

Though, given the nature of the contract, I wonder if there is also something in there about not soliciting customers.

I asked about other Company A agreements that might have been signed by ag81 and his friend that could make ag81 and his friend in violation of Company A agreements if they took a job with Jimmy.

A no-solicitation agreement often is signed along with a no-compete agreement and a non-disclosure agreement, for example.

 

[zddoodah]

If both my friend and I leave Company A at the same time, do we violate the agreement?

Not the way you've described it, but no one who hasn't read the agreement can intelligently answer this question.

What is the worst case scenario that Company A could do when we both resign at the same time?

Heck...hypothetically speaking? Hypothetically speaking, your current employer could pay a hit man to kill you. More realistically, you could be sued for a lot of money.

 

[quincy]

A breach of contract lawsuit filed by Company A against ag81 and his friend would be the most likely result.

 

[Litigator22]

What is the name of your state? California

My friend and I joined Company A in January 2020. We both signed the same non-solicitation agreement that states, "You agree not to solicit any employees from Company A for a period of 12 months in the event of a termination without cause."
My friend has a friend, Jimmy, who just started a new company in November 2020.
My friend has been friends with Jimmy for 7 years.
I have met Jimmy once in August 2019 during my friend's gathering event.

Jimmy recruited me and my friend separately to join his new company. He just offered both of us a job.
If both my friend and I leave Company A at the same time, do we violate the agreement?
What is the worst case scenario that Company A could do when we both resign at the same time?

"Not to solicit any employee? Regardless of the nature of their services, their degree of required skills; whether or not they hold a responsible position?

And solicit them for what?! An office football pool, donations to The United Fund, St. Jude Children's Research Hospital, American Cancer Society . . . ?

Whatever! If you have recited the clause word-for-word, then whomsoever in Company A is responsible for it ought to be "terminated for cause"! As it stands it could reasonably be argued as being so vague and indefinite as lacking the element/principle of certainty necessary for it to be contractually binding and enforceable.

HOWEVER even if the clause were given a liberal construction - meaning one intended to forbid a former employee of Company A to purloin the services of any current employee of Company A -

WHAT possible consequences could it have with respect to the scenario you've projected? That is, UNLESS, this "Jimmy" character is now, or within the last 12 months was employed by Company A. But then he would be proselytizing you, not you converting him.

To be candid I don't think you've given much thought to this matter. If you think me wrong then please explain how you could perceive that such a covenant could under any circumstances prohibit or limit your ability to accept employment elsewhere? Or with any person regardless of their current or past employment?

 

[not2cleverRed]

"Not to solicit any employee? Regardless of the nature of their services, their degree of required skills; whether or not they hold a responsible position?

And solicit them for what?! An office football pool, donations to The United Fund, St. Jude Children's Research Hospital, American Cancer Society . . . ?

Whatever! If you have recited the clause word-for-word, then whomsoever in Company A is responsible for it ought to be "terminated for cause"! As it stands it could reasonably be argued as being so vague and indefinite as lacking the element/principle of certainty necessary for it to be contractually binding and enforceable.

HOWEVER even if the clause were given a liberal construction - meaning one intended to forbid a former employee of Company A to purloin the services of any current employee of Company A -

WHAT possible consequences could it have with respect to the scenario you've projected? That is, UNLESS, this "Jimmy" character is now, or within the last 12 months was employed by Company A. But then he would be proselytizing you, not you converting him.

To be candid I don't think you've given much thought to this matter. If you think me wrong then please explain how you could perceive that such a covenant could under any circumstances prohibit or limit your ability to accept employment elsewhere? Or with any person regardless of their current or past employment?

Girl Scout cookies?

 

[quincy]

What is the name of your state? California
... that states, "You agree not to solicit any employees from Company A for a period of 12 months in the event of a termination without cause."...

I have to believe that the clause as quoted above is not really the actual clause from the no-solicitation agreement. If it is the actual clause, one way to prevent violation of the agreement would be to make sure you are terminated for cause (which is not really recommended).