Legal Question in Business Law in California

You ought to talk with a lawyer about the details -- generally, and without reference to your specifics, a salesman can take clients with him from employer to employer without issue, as long as they're his clients, and he's not using his employer's proprietary information to solicit the clients.

You can be sued, rightly or wrongly, so you should consult with counsel about what you can and can not do legally with your list. Feel free to contact me if serious about doing so.

There are two legal theories about aspects of job changing that may be conflicting. First, California law and public policy strongly favors employment mobility, so much so that Business and Professions Code section 16601 says that any contract attempting to restrict anyone from engaging in any lawful business, trade or occupation is void to the extent of the restriction. This means that as a project manager, you can quit and go to work for anyone, or start your own project management business.

On the other hand, California, like all other states, has a law against misappropriation of trade secrets, and customer lists and information about customer plans, needs and preferences can be trade secret material belonging to a former employer.

The legal issues are going to be (a) is the information about clients and projects sufficiently "secret" in that it took time, money and effort to develop it and its disclosure was restricted so that it had true value, or was it stuff that could be picked up from reading contractor newsletters that trumpet new projects to all subscribers; and (b) who owned the trade-secret information, you or the employer?

If the former employer seems likely to be favored by such an analysis, or if it is a close call, you should probably exercise caution about using the info for the benefit of a new employer or yourself, and perhaps consult a lawyer with some trade-secret experience.

I think the other attorneys missed the fact that you developed this information on your own, years before. As such, it should remain your property - unless you signed something that gives your former employer reason to believe otherwise. You should consult with a good business attorney in your area for specific advice and to respond to the threats you've received.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney