Legal Question in Business Law in California

What you are proposing seems legal and proper in California. The law basically encourages job-changing and employment mobility. However, the law does distinguish between mobility and trade secrets......you can't grab the boss's Rolodex on your way out. Also, I can't guarantee that your former employer won't threaten to sue or even file a suit, but if they do, you should win.

I disagree in part with Mr. Whipple. I agree with the legal principals he states, but having handled several lawsuits arising out of exactly what you propose to do, I can assure you it is not nearly so cut and dried. The key issue is how each contact was acquired and how you make use of the knowledge that that contact exists.

The contact list you have was at least in part developed "for hire.' That means you did it for your employer, not yourself. So not only does the employer's full client list constitute property of the company, the part of that list you developed is also proprietary to your employer. It does not belong to you.

But that does not make the information necessarily a trade secret. If you are in the widget industry, and widgets are only used to make diesel engines, pretty much every diesel engine manufacturer can be identified by anyone who tries, with little or no effort. Information that is widely known or can be easily duplicated is not protected by trade secret law. So whether you would have a legal problem contacting people on your list also depends on whether or not the information is truly secret and the product of meaningful effort and/or investment by the company.

Lastly, even if the information is a proprietary trade secret, that does not mean liability attaches from every possible form of contact with your current employer's customers. A simple email, for example, that says something to the effect of "As of August 31, I will be leaving Spacely Sprockets to take a new position with Slate Rock and Gravel Co. Your account with Spacely Sprockets will be assigned to a new account executive, in the meantime you can call Willy Loman for assistance. If you'd like to keep in touch you can reach me at [email protected] or give me a call at (202)555-1212," would have pretty much zero likelihood of supporting any kind of successful lawsuit.

The thing you DON'T want to do is INITIATE contact with anyone that is a customer contact of your current employer after you leave, unless you have a proven non-sales reason for the contact (e.g., they have a kid on your kid's soccer team and you're coordinating snacks), OR your new employer can demonstrate that they, too, already knew of the sales contact at that customer.

You risk being sued if you solicit the old company's clients, especially if you target market using a client list you steal from the company. About the most you can safely do is put out a general notice or ad in your industry trade papers that you now work as XYZ company and will be happy to serve all customers, old and new, that contact you. If you do get sued, or threatened, contact me for the legal help your'll need.