Solicitor recommendations for non-compete clause issue

[Andy2022]

Was having a think about this and I might be tempted just to get on with it. First off the agency has to find out you are still there which they might not if it's a big client and then the agency has to kick up a fuss at which point you point out you are clearly not encroaching on their work so the handcuff won't stand. If that get's heated you'll have enough time with the client to have built up a relationship whereby they'll strong arm the agency if they won't back down.

Asking the agency anything they don't fully understand is going to be difficult. Their first response might be a straight no and they've have to spend time and money consulting their legal department etc so I'm wondering if JFDI might be the way.

Anyone else concur?

I'd expect the agency to find out as when the OP doesn't renew then they're going to try to find someone else to fill the position.

Based on my dealings with various agencies I don't really expect anyone at the agency to have a clue on the legalities of this and will just repeat what the contract says

Even if it goes all legal, the liability is only going to be the agency's margin on the contract isn't it?

[Johnny48]

Was having a think about this and I might be tempted just to get on with it. First off the agency has to find out you are still there which they might not if it's a big client and then the agency has to kick up a fuss at which point you point out you are clearly not encroaching on their work so the handcuff won't stand. If that get's heated you'll have enough time with the client to have built up a relationship whereby they'll strong arm the agency if they won't back down.

Asking the agency anything they don't fully understand is going to be difficult. Their first response might be a straight no and they've have to spend time and money consulting their legal department etc so I'm wondering if JFDI might be the way.

Anyone else concur?

Just a thank you for everyone's input It helps to get a different perspective.

What you mentioned is my Gut feel , and its risk tolerance, my argument is that the agreement is between my LTD as a legal entity and the agency where they have not defined me personal as a supplier its the "Direct and indirect" wording that gets me. I spoke with other folk and good luck for the agency trying to enforce 12 months and they all said ****it. just do it.
But Im too honest for these things and want to see what a Solicitor says. I registered with the FSB so I can use there legal line for free and loads of people told me they a re good.
Worst case I will get another more expensive opinion to play it safe ans see what happens. We do have a option where my and my business partner is planning to create a new LTD entity since we both have 2 separate LTDs and always was the plan, so this might also eb a safer way, but Im no legal expert. The client his massive and I also strongly doubt they can find out but still... never know

[northernladuk]

Hi, ahh sorry, let me add more context:

so I'm still with the agency and my current contract with the client ends EOY and I'm planning to join my mate to subcontract my services first week in the new year.
My mate has been directly supplying services to the client for the past 6 months and has a established relationship with this client directly with his company not via a agency.
My mate is also my business partner and the main idea behind all of this is just to build a growing business together with a new future LTD I have zero intention of undermining the agency.

So the options are as follow: (that I know of)
1. Ask agency if I can be released from this clause
2. Let my mate subcontract my services as originally mentioned
2. We are gonne start a new ltd in the new year and I can take director ownership for the time being and use this new company as the subcontracting supplier to my mates existing company until we merge together.

Was having a think about this and I might be tempted just to get on with it. First off the agency has to find out you are still there which they might not if it's a big client and then the agency has to kick up a fuss at which point you point out you are clearly not encroaching on their work so the handcuff won't stand. If that get's heated you'll have enough time with the client to have built up a relationship whereby they'll strong arm the agency if they won't back down.

Asking the agency anything they don't fully understand is going to be difficult. Their first response might be a straight no and they've have to spend time and money consulting their legal department etc so I'm wondering if JFDI might be the way.

Anyone else concur?

[hobnob]

Just for completeness, you have 2 other options:
* Renew your contract at this client through the current agency.
* Leave this client at the end of the year, do something else for a few months (not necessarily a full year), then come back to this client via your mate's company.

As NLUK said, 12 months might not be enforceable, but leaving and coming back within a week feels like pushing your luck.

[Johnny48]

Hi, ahh sorry, let me add more context:

so I'm still with the agency and my current contract with the client ends EOY and I'm planning to join my mate to subcontract my services first week in the new year.
My mate has been directly supplying services to the client for the past 6 months and has a established relationship with this client directly with his company not via a agency.
My mate is also my business partner and the main idea behind all of this is just to build a growing business together with a new future LTD I have zero intention of undermining the agency.

So the options are as follow: (that I know of)
1. Ask agency if I can be released from this clause
2. Let my mate subcontract my services as originally mentioned
2. We are gonne start a new ltd in the new year and I can take director ownership for the time being and use this new company as the subcontracting supplier to my mates existing company until we merge together.

[malvolio]

Remember that such clauses have to pass the test of "Reasonableness". If your work is not going to impact the original client's business, or you are not privy to commercially confidential information for example, a year would fail that test.

[northernladuk]

Alright, bit of a situation here. Got a non-circumvention clause in my agency contract that's stopping me working with a client (or doing similar work for them) for 12 months after the contract ends.

Now a mate's company has landed a direct contract with the same client and wants to subcontract me thus I will be supplying his SOW/services for the client.

Agency contract agreement is between my limited company and the agency while my mate's company is completely separate - I'm not a director or shareholder, just being brought in as a supplier.
Pretty sure I'm in the clear legally but on the clause there is a "directly or indirectly" wording has me second-guessing. Don't fancy a legal headache down the line. I need legal advice.

Anyone know a decent solicitor who deals with this sort of thing? I'm assuming I need someone who specializes in commercial contracts or restraint of trade?

Appreciate the help.

I don't think there is any second guessing. Indirectly covers a wide range of activities including yours so pretty slam dunk.... except.... there are laws around restraint of trade and the handcuffs have to be fair to stand. The handcuff is there to protect the agencies revenue stream quite rightly and protects them against you doing something hooky that interrupts their income. If what you aim to do has absolutely nothing to do with what you were originally brought in to do and does not impact the agency one iota then the handcuff will not stand. There is also a thinking that 12 months is not enforceable either as it's just too long and broad.

So it comes down to what you will be doing. If it is in anyway related to the role you are carrying out with the client, infringes or outright stops the agency putting another contractor in then you are done. Courts will always favour the losing party and if the agency can even argue loss you are on a hiding to nowhere. If what you are doing has nothing to do with the agent, they couldn't place a contractor or gain any financial advantage then you are in the clear.

Lets assume the work is not related then I'd be starting with the agency to advise them what you wish to do, point out it doesn't infringe on their work at all and you believe the handcuff is not valid and see what they say. It's a long shot but if they say yeah sure then youv'e saved an awful lot of time and effort.
My second port of call would be the client. If you can get something from the client to say they want you, the work isn't related then again you are in the clear. If there is a good relationship with the client then they may inform the agency they want you and their future business is in jeapordy if they pull the handcuff. A request from the client usually does the job.

Post that, going legal? Depends on the exact situation of what you've done before and what you intend to do in your future role but expect it to be a very long drawn out process that could get expensive.

[WTFH]

Alright, bit of a situation here. Got a non-circumvention clause in my agency contract that's stopping me working with a client (or doing similar work for them) for 12 months after the contract ends.

Now a mate's company has landed a direct contract with the same client and wants to subcontract me thus I will be supplying his SOW/services for the client.

Agency contract agreement is between my limited company and the agency while my mate's company is completely separate - I'm not a director or shareholder, just being brought in as a supplier.
Pretty sure I'm in the clear legally but on the clause there is a "directly or indirectly" wording has me second-guessing. Don't fancy a legal headache down the line. I need legal advice.

Anyone know a decent solicitor who deals with this sort of thing? I'm assuming I need someone who specializes in commercial contracts or restraint of trade?

Appreciate the help.

When did you stop working through the agent? How long after that did your mate get the contract?

[Johnny48]

Alright, bit of a situation here. Got a non-circumvention clause in my agency contract that's stopping me working with a client (or doing similar work for them) for 12 months after the contract ends.

Now a mate's company has landed a direct contract with the same client and wants to subcontract me thus I will be supplying his SOW/services for the client.

Agency contract agreement is between my limited company and the agency while my mate's company is completely separate - I'm not a director or shareholder, just being brought in as a supplier.
Pretty sure I'm in the clear legally but on the clause there is a "directly or indirectly" wording has me second-guessing. Don't fancy a legal headache down the line. I need legal advice.

Anyone know a decent solicitor who deals with this sort of thing? I'm assuming I need someone who specializes in commercial contracts or restraint of trade?

Appreciate the help.