Legal Question in Business Law in New York
Responsibilities as an officer
I am an officer in a NY incorporated service company. I was president of the company, but one year ago the owner made his father president and I became a VP. I have been traveling from our NY office to run our Florida operation for the last 15 months. In October, I was told my position was being eliminated at the end of the year and I did not have a job in NY to go back to. I am looking to buy out the business in Fl. I do not have a non-compete or non-solicitation agreement. I have already incorporated a new company in Fl. Can I sign up existing customer contracts in my new companies name without permission from my current employer?
2 Answers from Attorneys
Re: Responsibilities as an officer
EVEN WITHOUT WRITTEN AGREEMENTS, LIKE NON-COMPETITION AND NON-SOLICITATION, THERE ARE LAWS TO LIMIT YOUR COMPETITIVE ACTIVITIES SUCH AS CORPORATE OPPORTUNITY. I STRONGLY RECOMMEND YOU CONTACT A GOOD CORPORATE ATTORNEY TO REVIEW YOUR OPTIONS.
Re: Responsibilities as an officer
This is interesting-you haven't provided enough info for a complete answer. A corporation doesn't have an "owner" like a sole proprietor ship; the shareholders are the owners
of the company's equity. The officers
are elected to run the company. How large a company was this and when were you hired? Obviously, if they eliminated your position, there is someone who controls the operation of the company above you.
Your problem is that even without a non-compete agreement as an officer of the corporation you have a fiduciary duty to act in good faith.
If taking the customers would harm the company you shouldn't do it; but if you buy the same company I don't see a problem.
If you wish to discuss this email more info.
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