Legal Question in Business Law in Pennsylvania

I am an independent consultant. My target area is selling services to colleges and universities IT departments. I also am a partner in an LLC company that sells a product that could be helpful to college and university fund raisers.

My question: Is it a conflict of interest if I try to sell our product to an instiution as well as try to consult for the same school. The two areas are totally unrelated and I don't mix one with the other. I sell the product under the company name and never approach my consulting clients directly.

thanks in advance- carol


Asked on 3/15/11, 4:58 pm

1 Answer from Attorneys

Will Whitman Whitman, LLC

Without more specific facts, or an understanding of what if any specific agreements you have with the LLC in which you are a partner, it's hard to imagine what conflict of interest could exist, since the products are unrelated. This is the first-level analysis I would go through: 1. Are there any specific contracts you signed that contained restrictions in what you can do or not do on the side of being a partner in the LLC? This might include a company operating agreement or member agreement, or possibly an employment agreement or independent contractor agreement you might have with the LLC. 2. Are there any specific regulations, rules or laws in the field you are in or certifications you carry, if any? For example, state bars publish rules, which attorneys agree to follow when they become members of the bar. These rules include conflict of interest rules for lawyers, and provide guidelines for what you can and cannot do. I am not aware of any such publications for IT professionals, but you may be. 3. Are there any torts (i.e., "wrongs") you may be committing, or duties you may be breaching, just by virtue of performing this work on the side while being a partner? For example, you have certain obligations as a partner in a partnership, such as a fiduciary duty, and a duty to not self-deal. It doesn't sound like you are doing those things, but if you are in doubt, and there is no relationship between what you are selling independently and what the LLC does, i would err on the side of caution and disclose the existence of your side consulting to your LLC partners, and also to your client, allowing anyone with objections to raise them up front. In this case, disclosure sounds like your ounce of prevention. I hope that is helpful. Will Whitman, Whitman, LLC

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Answered on 3/15/11, 5:14 pm


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