HR Advice - How to deal with Ex-Boss

Hello experts, I have an HR question for y'all.

Until one month ago, I worked for a programming company in Mordor. Let's call them ABC Systems. My manager there was Tom. As part of my contract with ABC Systems, for a period of one year after leaving the company I could not work for a direct competitor located with 100 miles of ABC Systems nor could I work directly for any of ABC Systems' clients. With me so far?

One month ago I took a job with a new company, DEF Devices, located in a different country (say Latveria). Similar industry but not a direct competitor. Anyway, not within 100 miles, and not a client. However, ABC Systems is a "partner company" of DEF Devices which means ABC Systems sells/markets DEF Devices' products.

Yesterday I get an email from Tom (remember he was my boss at ABC Systems). Here is the email:

"Hello, I hope you are doing well.  Two people have told me that you are showing up as contracted by DEF Devices, based out of Latveria".  I am curious to know, are you actually employed by DEF Devices Latveria, contracted by DEF Devices Latveria or contracted by DEF Devices Mordor and on assignment for DEF Devices Mordor but based out of Latveria?"

Wow! Still reading? This better be worth a lot of points.

I am asking for advice on how to respond. I'm not trying to be funny, and I'm hoping not to burn a bridge if it isn't burnt already. I did not think it was when I left. I'm looking for serious advice that I can respond in an email. I would prefer not to disclose more than I have to as I don't feel I've done anything wrong.

Who is Participating?

[Product update] Infrastructure Analysis Tool is now available with Business Accounts.Learn More

I wear a lot of hats...

"The solutions and answers provided on Experts Exchange have been extremely helpful to me over the last few years. I wear a lot of hats - Developer, Database Administrator, Help Desk, etc., so I know a lot of things but not a lot about one thing. Experts Exchange gives me answers from people who do know a lot about one thing, in a easy to use platform." -Todd S.

1.  Look at your contract with ABC systems and re-read the restrictions about working for another company, in order to make sure that you are remembering it correctly.  You might also make a copy of the paragraph of concern (only that paragraph), hide the company name, scan it and attach that paragraph as an EE attached file (again hide any company name, confidential information, and only attach the paragraph.  I would want to see the exact language so that I (as a non lawyer) could comment about it.

2.  Unless you have a requirement to do so in your contract with ABC systems, you are under no obligation to respond to your former boss.  So there may be no need to reply at all.  If that's the case then I advise not responding at all, and certainly not in writing.  This is why I want you to look again at your contract with them in order to make sure of the restrictions and also let us see the exact wording (you could also type it here in a reply, but make sure the related restriction is not mentioned again differently in another paragraph of your contract -- don't send us the whole contract, because that might be prohibited).

The next steps will depend on what your contract says exactly and how your old boss pursues not hearing from you.  It's official, not just his being curious.  The strategy that I'm currently thinking is not telling your old company anything more than you need to (and so far, it seems that you don't need to tell them anything), and wait for them to accuse you of something so that you can (hopefully) them that you are not doing that particular thing.  Don't start with giving them an explanation, because you are not being accused of anything.

At some point, you might (emphasize might) ask your current company to handle this inquiry.   This depends on the next steps mentioned above.  But, check your contract with ABC systems again to be sure of the restrictions.

I'm not an attorney.  I'm just giving common sense advise.  If you think you need an attorney then go talk to one.


Experts Exchange Solution brought to you by

Your issues matter to us.

Facing a tech roadblock? Get the help and guidance you need from experienced professionals who care. Ask your question anytime, anywhere, with no hassle.

Start your 7-day free trial
☠ MASQ ☠Commented:
Whoops - taking legal advice from a guy you met on a website ???!!

Let's call your boss at DEF Devices 'Bob'
How do you get on with Bob & much notice will Bob take if Tom decides to call him?
Binding out contracts are notoriously difficult to enforce in law.

Have you broken either the letter or spirit of your contract?

You are no longer employed by ABC and DEF know they were your previous employer - If I was Bob I'd have probably talked to Tom before hiring you.

DEF can't be a competitor otherwise ABC wouldn't handle their goods
Nor were they one of your clents whilst at ABC.

Just write back and say it's good to hear from him.  Skip over the "who employs who" bit, yes you're over at DEF in Latveria, ask how the old team are doing. See how the response comes back. There's a chance Tom wants your help in dealing with DEF.
Victor_RAuthor Commented:
WaterStreet, thank you for the very detailed answer! It's not that I don't consider it complete, but I would like to keep this question open for at least a couple of days to get a few opinions.

To answer your questions - Unfortunately I'm in Latveria now and my contract with ABC is at home. I will try to have someone there type/scan it for me and will post it if that works. So far the advice I have gotten from friends agrees with yours. Basically:

"Screw them, don't respond at all. If they want to investigate anything, don't do the work for them. Anyway you haven't done anything wrong so stop worrying."

I definitely don't remember anything in my contract about having to disclose where I was going, or having to respond to emails, or anything like that. I just feel so rude ignoring the email! Yes, I know, I know, the email I got was rude, sly and not a friendly inquiry. Still. Damn him for putting me in this position.

As for getting my current company involved....well, I could try, but I'm contracting now so that would be more difficult.

Anyway, even if they accuse me of something, I still see no reason to respond in writing at that point. If they feel they have a case (and I really, really don't think they do) I tend to agree with the "I'll see you in court" attitude trusting that it would never come to that. I think they're just desperate for money and looking to see where they could make a few bucks from DEF that "stole" their guy (except this is not what happened at all).

Clear as mud?
Learn Ruby Fundamentals

This course will introduce you to Ruby, as well as teach you about classes, methods, variables, data structures, loops, enumerable methods, and finishing touches.

Excellent common sense comment above! To me it sounds like the ex-boss is trying to fish out if you're stationed in Mordor or Latveria, possibly with the aim of checking the 100-mile limit. The Mordor office of DCE Devices may be close to ABC in Mordor, possibly...). But, as said, don't volunteer any info at this stage. If these companies are different bodies and not competitiors or in a client/supplier relationship I don't see them having anything on you... But I don't have any sort of competence in law business...
Victor_RAuthor Commented:
MASQUERAID: Thanks for the comments.

The relationship is more like DEF is a huge company (let's say something like Rockwell or Cognex) and ABC is a smaller company that sells the products. DEF is huge and deals with many companies like ABC in addition to selling their products themselves. ABC is small and sells products from a number of companies like DEF.

I'm contracting and in a different country so very unlikely that Bob called Tom. Very unlikely that Tom could even find Bob, etc. Anyway, would that not border on stalking at that point?

I don't believe I've broken the letter or the spirit. I'm just wrankled by this email, and I thought I had a solid relationship with ABC (perhaps even going back there at some point).

Your suggested response is the other option I was leaning towards. I just hate to prolong this by being friendly and playing stupid.
Victor_RAuthor Commented:
RID - Yes, thank you, I did not mention before that DEF *does* have an office within 100 miles of ABC HOWEVER it is a totally different department of DEF. DEF is huge and thus likely has offices within 100 miles of most major cities.

Yes, don't worry all of you, I understand you are no lawyers and this is not legal advice.
It's still clear.

Agree with MASQUERAID about "Skip over the 'who employs who' bit."

You said: "I still see no reason to respond in writing at that point."

Does that mean you might have a phone conversation?  

If you get into a phone, personal or written conversation then avoid the employment subject.  If you are pressed for an answer then either don't reply or simply say that your current work arrangement is confidential (don't use words like employer, employee, consultant or contractor).  If pressed then ask them if they are accusing you of something.  If they are then they will need to communicate the exact breach to you in reasonable detail and in writing.  By the way, if they simply say you that you are in breach of your contract with them (without any detail as to how you are in breach) then don't start explaining yourself.  They are the ones who have to explain and have to tell you how they believe you to be in breach before you have something that deserves a response.

Again, if you provide the contract language, don't send the whole contract or anything confidential.

Victor_RAuthor Commented:
I mean, unless I get served with a notice for trial, why should I respond at all? I think it's pretty clear from his short email that he's not looking for anything good. What possible benefit could I get by replying in any way shape or form?

I will post the contract language if I can get it, but it won't be today for sure.

You're right about "what possible benefit."

In these situations, one has to look at the probable up-side and compare it with the probable down-side.  This one looks like there's no up-side for responding right now, and no down-side if you don't respond right now.

duh   *grin*

Try not to be wrankled by this email.  Someone might have told him to give it a try, or it was his idea -- if so then he's not a friend anyway.
Victor_RAuthor Commented:
My conclusions exactly. And if he's no friend, why even respond in a friendly way and ignore the questions? I don't see the point. However, knowing the guy, I expect a followup email from him.

Again, thank you all of you for your advice. I'd like to leave this open 24 hours just to see if I get any other responses. Then I'll do a points split unless there are any objections.
Victor_RAuthor Commented:
"Rankle", not "wrankle". Oops.
Victor_RAuthor Commented:
OK, I got the wording of the contract. HOWEVER I believe the person who sent it to me did a quick job of it and is missing the word "NOT" in the first paragraph (ooopss.....). I put the part I think is missing in []s. I'm waiting for corrections, but here it is for now:

4. The Employee agrees that while in the employ of the Employer or for a period of one (1) year following the date of termination of this Agreement for any reason whatsoever, directly or indirectly, individually or on behalf of persons or entities not now parties to this Agreement [he or she shall not] :

(a) aid, endeavor or solicit to gain employment or any other engagement with any of the Employer's clients or suppliers (who have had a business relationship with the Employer at any time during the five year period prior to the date of termination) or client prospects for the purpose of providing work or service the same as or similar to that provided by the Employer to its clients or suppliers; and

(b) aid or be employed by any person or entity engaged in the business of providing work or service the same as or similar to that provided by the Employer to its clients within a 100 mile radius of the Employers principal place of business.
Victor_RAuthor Commented:
Ok, the first paragraph should read:

4. The Employee shall not while in the employ of the Employer or for a period of one (1) year following the date of termination of this Agreement for any reason whatsoever, directly or indirectly, individually or on behalf of persons or entities not now parties to this Agreement:

The rest is correct as it stand. Any opinions?

Based on my own reflection in the last two days, I would say DEF qualifies as a supplier to ABC, but again, this is DEF Latveria that I'm working for, not DEF Mordor. Any opinions on if this makes a difference?
☠ MASQ ☠Commented:
FWIW I think you are perfectly safe with that.  Just don't get moved to the Mordor office for a while :)

If it came to blows I would argue that DEF is such a large organisation that in these circumstances a clause like this is unduly restrictive on your career.  Atfer all in order to fufil your part of this you actually elected to switch countries!
Victor_RAuthor Commented:
Thanks a lot all of you. I'll update this thread if I get any follow up emails, just for fun.
Victor_RAuthor Commented:
I just got another email as I figured I would:

"I was hoping to have heard back from you by now regarding my question.  The reason from my question is that DEF Mordor is supposed to be in a mutually beneficial business partnership with us to promote their products and services. If at the same time they are not only condoning but actively supporting the recruitment of our people for their own benefit then I have an issue with that.  I would prefer to engage directly with you in some dialogue regarding this but if you choose not to respond please be aware that we will be pursuing this from a legal perspective."

Actually, maybe I'm wrong but this makes me feel better. I am NOT working for DEF Mordor. I am contracted to DEF Latveria. Hence once he finds out from DEF Mordor that I'm not working for them in any way shape or form, this should get dropped. Oops, was that the sound of a bridge burning?
In my non-lawyer opinion, I think that you should consider showing your current employer the letters ASAP.  This is an issue for them and they could handle it for you.  They can support you in this, and it sounds like they will be finding out about it anyway.  I also suggest having no discussions about this with your former employer.

That's what I would probably do.

However, I'm not an attorney.  If you think you need an attorney then contact one.

It's more than this solution.Get answers and train to solve all your tech problems - anytime, anywhere.Try it for free Edge Out The Competitionfor your dream job with proven skills and certifications.Get started today Stand Outas the employee with proven skills.Start learning today for free Move Your Career Forwardwith certification training in the latest technologies.Start your trial today

From novice to tech pro — start learning today.