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JGM
JGM, Solicitor
Category: Law
Satisfied Customers: 10642
Experience:  30 years as a practising solicitor.
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I owned a company that sold a range of branded products for

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I owned a company that sold a range of branded products for 18 years on a distribution agreement. The brand owner decided to market the products themselves and would no longer continue to supply us. As the main sales person I was offered a position within the branded company to sell the products. I agreed to this as we still had £100k of stock which they bought from us as they needed these products to continue the regular supply to customers.
My contract of employment was for my services only, but they also insisted on the customer base as they were supplying the products, it did not involve the purchase of my company. There were 2 directors/shareholders of the previous company, one of which was myself, the other my wife. On acceptance of the position and signing a contract of employment, I resigned as a director. The new company are now insisting I change the name of the old company with immediate effect, even though we are still owed monies. They are now threatening that this was agreed at the time of my employment, but I have never signed anything regarding the closure/ownership of my company. My wife has refused me to sign anything as she is now the sole director, but they are sending me solicitors emails demanding that I must change the name of the company ASAP and apply a non compete restriction on the company. As I am no longer a director, I cannot and will not sign this document. My question is where do I legally stand in the argument? I have only been employed for 2 months so I assume I cannot claim constructive dismissal if they terminate my employment. My contract states a 6 month notice period either way, will they have to honour this even though my length of employment is just 2 months? Summary, they want the name of the company for nothing, and will resister it once it has been closed. The bullying tactics are now making my wife not wanting to close it down at all. Would like to know where we stand. Thank you for your assistance.
Submitted: 2 years ago.
Category: Law
Expert:  JGM replied 2 years ago.
Thank you for your question.

1. Unless you agreed to give them the company name, you are not bound to do so. the of is of proof is on them to prove that you agreed to do so.

2. If they terminate your employment or if you leave you couldn't claim for unfair dismissal. You could claim for breach of contract and claim damages for the money would have earned for a six month notice period at least.

3. They can't insist on a non compete clause or indeed any restrictive covenant at all unless this was previously agreed in writing.

Happy to discuss further.

Please leave a positive response so that I am credited for my time.
Customer: replied 2 years ago.
Can you please just clarify that are we ok to ignore their demands or should we reply in writing to confirm that we will not sign the document.
If I resign would they still be obliged to pay me the 6 months? Can they refuse?
If they terminate my employment is the breach of contract you mention to do with the fact that they haven't paid for the 6 months notice period? How does one go about claiming this?
When you say agreed in writing, sorry just to clarify both parties must agree. Thank you
Expert:  JGM replied 2 years ago.
You should reply and make it clear why you are not signing.

If you resign they would not be bound to pay you. The reason you could pursue for six months loss of earnings would be because they have breached the contract by not giving you six months notice. You could go to court or to an employment tribunal.

An agreement requires assent by both parties, yes.
Customer: replied 2 years ago.
What can they do on our refusal? Can they take us to court?

My contract states 6 months notice on either side, so they can still not pay me if I resign?

Also, they have stated in the contract of employment that I can't work in the industry, contact customers etc for a period of 1 year. Can they enforce this if this is my only means of earning a living?
Expert:  JGM replied 2 years ago.
Yes they can take you to court but they have to be able to prove their case.

If you resign without notice they don't have to pay you. If you give notice you would be working your notice and getting paid.

The restrictive covenant in your contract is enforceable but your damages claim for breach of contract would be extended accordingly.
Customer: replied 2 years ago.
As we haven't agreed in writing and nothing was presented in writing at the time of my employment they state in their correspondence 'that over the refusal to change the name of the company this remains a requirement as agreed between me and them in good faith when the offer of employment was made'. Do they have a case?

Expert:  JGM replied 2 years ago.
It depends on whether there is an agreement. It doesn't have to be in writing. If it was agreed verbally that would suffice assuming they can prove the verbal agreement.
Customer: replied 2 years ago.
The original wording was that I, as a director and shareholder of the company would use all my powers to effect the name change of the company. On showing my wife the document she disagreed with this and therefore we have not signed the document. I am no longer a director. They are now stating that the name change remains a requirement between myself and them in good faith when the offer of employment was made. We believe that as we did not sign the document and no date to complete the change was entered on the original correspondence and I couldn't convince my wife to sign, do we have a legal obligation to change the name? Would that be correct?
They then started putting ridiculous deadlines i.e. with 24 hours to change the name. Due to our refusal to meet their deadlines they are now offering until all our debts are paid. They have also added in statements about non-compete restrictions which was never discussed.
They are wanting to take over the company name as they believe it is still a threat to them and re-register is under there name. What do think they still have a case against us. Sorry to keep you up so late.
Expert:  JGM replied 2 years ago.
Forget the unsigned document. Did you agree verbally or not?
Customer: replied 2 years ago.
I was presented the document when I signed the contract of employment. I was not aware of this prior to this meeting. I said at the time that I cannot agree to the content as I needed to get agreement from the other director.

If I had agreed it verbally I would have signed it.

Expert:  JGM replied 2 years ago.
In that case it wasn't agreed.
Customer: replied 2 years ago.
Thank you for your assistance. Sorry we took so long
Expert:  JGM replied 2 years ago.
Your welcome.
JGM, Solicitor
Category: Law
Satisfied Customers: 10642
Experience: 30 years as a practising solicitor.
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