I don't think I have violated clauses, they do.
The issue is as follows:
My job is writing literacy programs. I am very good at it, he said modestly.
They are a UK company - IdeasWise Ltd - who sell one product - a remedial literacy program for English schoolchildren - in the UK. I worked with them from 2012 till last year writing that program.
Since 2006, I have also worked with an Indian company - ReadingWise Education Programs Pvt Ltd - that creates literacy programs in Hindi, English and other Indian languages for India.
The competition clause in my UK contract just says:
"he or she shall not ... carry on or be concerned, engaged or interested in any capacity in any trade or business competing with the trade or business of the Company"
They say that by operating in India, we "will be" in competition with them.
Bear in mind that under Indian rules, they would not be allowed to trade in India - they would have to set up an Indian company with Indian directors and get special permission to bring foreign currency into the country to set it up. Which means it would be different company to the UK one.
But my employment contract with the UK company acknowledges that while working for the UK company, I also work with the Indian company!
I was working for the Indian company before, during and after my employment with IdeasWise Ltd.
They are in central London. They sell their program to individual schools in England. Last time I checked, they have less than a dozen customers.
I have not operated at all in the UK since we left their company last year. I live in Spain and I write programs for India. I go there every few months. My customers are large NGOs, conglomerates, and state governments. I am just continuing to do what I have been doing ever since 2005.
But I am now certain they will throw something else at us!
My original question is - the letters are coming from the solicitor for the majority shareholder. EVEN if we had violated clauses (which we haven't), does the majority shareholder have standing to sue us? Surely only the company can sue us, because our contracts are with the company, not the majority shareholder.
In other words, does Foss v Harbottle apply? (Yes, I've been googling!)
YES! Thank you.
I suspect that they are using the shareholder as the complainant because they don't want the company vulnerable to disclosure. It's the only reason that makes sense.
So I am going to write back to the solicitor and say something to the effect of "I will not discuss this with you as your client does not have standing in the matter."