Legal Question in Employment Law in Georgia
non-solicitation agreement
My firm is going to be sold to another company. I signed a non-solicitation agreement many years ago when I was hired. There has not been an announcement yet of the sale, but it's forthcoming. My customers know only me in the company, and I want to tell them I won't be joining the new firm. I also want to start my own company. Does calling my old customers to just tell them I'm no longer with the firm constitute solicitation? I have a close relationship with them and they will ask where I am. Can I tell them I have a firm? My cell phone # which is my personal one is commonly used by my customers to contact me. If they contact me through my cell, which is on my signature, but is a personal #, would that constitute soliciation if they ask where am I? They will try to reach me for sure. Could the new buyer/owner contact these customers to advise them that I am being sued (if they decide to sue me)? Or would their actions be isolated to threatening me vs. getting clients involved (what is normal?)
3 Answers from Attorneys
Re: non-solicitation agreement
Wow! A lot of questions, but I'll dive in and try to give you the best answers I can. The first thing is that you are going to need to get a copy of the non-solicitation agreement (NSA) that you signed. This will affect most of what you ask, in that it will determine whether or not it applies to a new purchaser.
However, to answer the rest of your questions. Calling your customers to tell them you will no longer be with the new firm is NOT solicitation, but the new company, if the NSA agreement is valid, may think it is, and may take action against you.
Having a personal cell number is great, and IF the customers call you, then you won't be soliciting them, they have the right to call you to do business, if they want to.
Generally, the old company will send a letter to YOU about the alleged NSA, and then you would hire an attorney to review the matter, and respond accordingly. I do these frequently.
Good luck.
Re: non-solicitation agreement
As stated, many of the things you mention could be violations depending on additional circumstances and your agreement. There may be limits on what you can tell a customer about your new employment. The cell phone is also not necessarily a positive. If the old company wants to pursue it, they might be able to pad their case by alleging that your "scheme" to solicit their clients began with telling customers to use your cell phone, at a time when you had a duty of loyalty to the old company.
Re: non-solicitation agreement
What does your agreement say? Also there may be a question about whether the agreement survives the sale. You could seek a declartory judgment or you could take your action and wait for them to sue you.