Reply to: Stuck between 3 companies - need legal advice

[Andy Hallett]

Yes he has. He hasn't agree to a rate, termination clause, payment schedules and if he'll get paid at all.

The lack of documentation might help around restrictive covenants (but I doubt it) but it means he's got non of the good stuff he wants either.

Good luck getting any money out of them that they owe him at the end.

His question was:

“Can someone please help here whether I can be sued and scared away to not join a good employer?”

For which my answer was, I wouldn’t have thought so. As you say, everything else could be a car crash.

[WordIsBond]

Don't forget either of the parties can still threaten legal action and the client drops his offer cause its too risky.

Indeed. But if there's no handcuff in the B/C contract that's not likely.

[northernladuk]

It just doesn't sound right but I'll take note because everyone says the same.

Don't forget either of the parties can still threaten legal action and the client drops his offer cause its too risky.

[WordIsBond]

Yes he has. He hasn't agree to a rate, termination clause, payment schedules and if he'll get paid at all.

The lack of documentation might help around restrictive covenants (but I doubt it) but it means he's got non of the good stuff he wants either.

Good luck getting any money out of them that they owe him at the end.

I don't know why you doubt that lack of documentation will help around restrictive covenants. If there is no documentation, there almost certainly is no restriction (unless, as said, they can prove it was agreed verbally).

You are right that he may have to fight to get his final payment from them. But there, he CAN prove there's an agreement because he's been invoicing them and they've been paying. Unless they can prove that the agreement was terminated previously, they are likely going to have to pay. He might have to talk to Safe Collections, though.

[northernladuk]

From reading this your commercial relationship is only with 'A'. Assuming they have provided no restrictive covenants in written form that you have agreed to, then I suspect you have nothing to worry about.

Yes he has. He hasn't agree to a rate, termination clause, payment schedules and if he'll get paid at all.

The lack of documentation might help around restrictive covenants (but I doubt it) but it means he's got non of the good stuff he wants either.

Good luck getting any money out of them that they owe him at the end.

[Andy Hallett]

From reading this your commercial relationship is only with 'A'. Assuming they have provided no restrictive covenants in written form that you have agreed to, then I suspect you have nothing to worry about.

[WordIsBond]

I'm surprised no-one else has pointed this out: a contract can exist and be legally enforceable without it being written down or signed.

That's why I said this:

Absent that piece of paper, or proof that you agreed verbally not to do so (like a recording), you are free to work for (c).

PS. Who else finds the whole "I decide to stop working with (b) and ONLY THEN did (c) approach me about me going direct" a bit contrived?

Probably, but it's irrelevant if there's no contractual handcuff.

[Paralytic]

I'm surprised no-one else has pointed this out: a contract can exist and be legally enforceable without it being written down or signed.

It would obviously a lot harder for (a) and (b) to prove anything, however. Did you have any discussions with representatives of either where other people were present?

PS. Who else finds the whole "I decide to stop working with (b) and ONLY THEN did (c) approach me about me going direct" a bit contrived?

[WordIsBond]

I think that's the case. (b) are bluffing. When there is no documented contract, then there is an implied verbal contract and in my case that was, 'I work as XXXXX and I will receive XX amount per day'.

In future, get a written contract so you don't end up with XX-£50 per day. Or not get paid for your last two weeks, which might happen in this case.

(a) can probably sue (b), that's for them to sort between them. But that leads on to question, can (b) sue me in this because they may have to pay (a) for their loss which was due to me leaving and joining another company?

Of course (b) can sue you. Anyone can sue anyone. Whether they get laughed out of court and have to pay costs might be another question. They've got no basis to sue you that I can see. I am not a lawyer, however. But that would be silly. "We're suing you because we just got sued by the people you had a contract with because you did something that your contract didn't forbid and is perfectly legal." (a) created this by not having a written contract with you with a handcuff clause. (b) created this by not having a handcuff clause in their contract with (c). As my American friends would say, they can go whistle Dixie. You can tell them you may have to take advice about illegal restraint of trade.

Besides, (c) did not persuade me to join them in first place, I decided to quit (b) and issued official notice to (a), as a courtesy I let (c) know that I won't be here next week, and that's the first time the spoke about working for them. Does that change anything?

No, it changes nothing. If you'd gone to the board of (c) and said, 'My exceptionally hot wife will sleep with every one of you guys if you'll take me on direct,' it wouldn't change anything. It might affect your marriage and their view of you as a professional but it wouldn't affect your right to work direct for them and their right to engage you to do so. It doesn't matter whose idea it was.

You live in a mostly-free country. You can work for who you want to. The only reason you couldn't would be if you've agreed a contract restricting it. You've not done that, apparently. If there's a hidden piece of paper with your signature on it then everything I'm saying here is void, the wording of that contract would drive this discussion, assuming its provisions are legally enforceable. Absent that piece of paper, or proof that you agreed verbally not to do so (like a recording), you are free to work for (c).

Without proof that you've agreed to restrict your right to trade freely, they can't restrict it just because it hurts them. That's all.

[omarkhan]

Obviously.

And neither A nor B can do a thing about it if there's really no written contract. He can go direct and ignore them. They don't have a leg to stand on.

If there's an issue between B and C, that's for C to sort out. If there's an issue between A and B, they can get together and cry in their beer and console each other or fight or whatever, but they can't touch OP.

If there's a written contract after all and OP forgot it or something, that of course changes everything. But no written contract, no handcuffs, he can go direct if he wants and the end client wants him.

Chances are B might have a no poaching clause in their contract with C, but that's only a problem for OP if it scares off C from taking him on.

I think that's the case. (b) are bluffing. When there is no documented contract, then there is an implied verbal contract and in my case that was, 'I work as XXXXX and I will receive XX amount per day'.

(a) can probably sue (b), that's for them to sort between them. But that leads on to question, can (b) sue me in this because they may have to pay (a) for their loss which was due to me leaving and joining another company?

In case of (b) and (c) I am aware there is no anti-poaching clause between the two companies. Besides, (c) did not persuade me to join them in first place, I decided to quit (b) and issued official notice to (a), as a courtesy I let (c) know that I won't be here next week, and that's the first time the spoke about working for them. Does that change anything?

[WordIsBond]

He wants to work direct sir

Obviously.

And neither A nor B can do a thing about it if there's really no written contract. He can go direct and ignore them. They don't have a leg to stand on.

If there's an issue between B and C, that's for C to sort out. If there's an issue between A and B, they can get together and cry in their beer and console each other or fight or whatever, but they can't touch OP.

If there's a written contract after all and OP forgot it or something, that of course changes everything. But no written contract, no handcuffs, he can go direct if he wants and the end client wants him.

Chances are B might have a no poaching clause in their contract with C, but that's only a problem for OP if it scares off C from taking him on.

[northernladuk]

P.S. I'd hate to start digging in to the IR35 position of all this.. I would be everything I have that there would be more bad news coming your way.

[northernladuk]

Let's pull it apart a little, just so you've a clue though...

a) is an employment agency that hired me on daily rate. No paperwork was done, other than signing criminal declaration.

Employment or recruitment. Just the pedantic point again. So these are the people you have a contract with and are the ones that pay you. This is the most important bit. No contract with these guys is a terrible situation to be in. Don't do it again.

(b) company I mainly work with on daily rate. No paperwork or contract was signed.

And this should be the case. They are clients of the agency, not you. They have an agreement between each other.

(c) company I work with at well through (b). (b) has a service contract with (c), and I was sent to work at (c) 80% of my timetable. No paperwork was signed by me, I get the same daily rate from (a).

And is how it should be. You don't get the same daily rate from a. The daily rate you get from a is all you get.

Now here it gets complicated. I decide to quit (b),although no paperwork or agreement was in place, I give them 1 week notice as a good will.

So another mistake. You don't have a contractual relationship with b as mentioned. You can give them a heads up out of courtesy but your contract is with (a). You give notice to (a) to terminate contract. (b) is just a courtesy to say you won't be carrying on.

When company (c) figures that, they offer me a job straight away.

Which they can't really do. There will be a handcuff between you and (a), there should be a handcuff between (a) and (b) and likely and anti poaching agreement between (b) and (c). If you'd gotten a contract with (a) you would see the handcuff and notice period. Nice and clean.

Now (b) is obv angry for two reasons and threaten to sue me if I take the job.

And it's likely they can. They are losing income due to you going to the client. This is the whole reason handcuffs and poaching agreements are in place.

1. Service agreement between (b) and (c), will not renew, because it was based on my CV and once (c) has me on board, they're not gonna need (b). (b) threatening to sue me for their loss of contract.

Which is where handcuffs come in again. (c) should never be able to poach you so this issue shouldn't have arisen.

2. (a) is gonna sue (b), because I get a job indirectly through (b). (a) intends to sue (b) for the commission and then (b) threatens to sue me again for their loss.

Yep, sounds about right. I'm surprised (a) isn't threatening to sue you as it's you that's breached contract going with the client of the client. You breached by going so it's you that should pay their loses.

Can someone please help here whether I can be sued and scared away to not join a good employer?

From what I see here, yes, you can be sued. It's pretty black and white. You are causing both (a) and (b) to suffer losses due to you going to the client so any handcuff would stand up. You would be in breach of contract and liable for losses. I assume the employer you are talking about is (c) and this is a permanent job you are talking about?

Major problem here is there is contract paperwork with the handcuff in it. You've an implied contract which is about as useful as the paper it is(n't) written on so christ knows what your legal position is. You are bang to rights of normal handcuffs but do they exist with an implied contract? Not a scooby.
That said, courts usually favour the party or parties that can demonstrate loss so I wouldn't like to be in your shoes.

The other thing that is more likely to happen is (C) decides with all the legal stuff flying around that it's just far too risky to take you on. No one is indispensable. We have seen it a few times that (c) want you so much they will either pay off the other parties which would be a great result or just tell them to foxtrot oscar which isn't a good result for you because you are still on the hook.

Got yourself in a right mess there.

[northernladuk]

to not join a good employer?

Do what?

A pedantic point but it's all part of understanding what are and what you should be doing. Your title should be the other dead give away.. you know, the CONTRACTor bit!

Once all this is history you need to go back to basics and understand what you are, who you deliver services to and start to do the basics right.

[GhostofTarbera]

You really had no signed contract stating your rate, terms of payment, etc? With anyone?

If that's really true, can't see they have any leg to stand on. If there really is no signed contract, I would not spend any money on legal advice until you actually receive court papers. They're bluffing.

He wants to work direct sir


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