How can the following conflict of interest situation be dealt with? A, an individual, sues a large corporation, X. The action is acrimonious and goes on for several years. A junior associate at A's law firm leaves the firm and goes to work for the law department of Company X, which starts a countersuit or takes other action, using the associate's knowledge both of the case, and personal details of the individual. Does the above represent a conflict of interest for the associate and/or company X? If so, how might A deal with this? Through &quot;estoppel&quot; or other means?
Does the above represent a conflict of interest for the associate and/or company X? Yes. This is in violation of, for instance, rule 1.9 of Michigan Rules of Professional Conduct (MRPC). See also Ulrich v. Hearst Corp., 809 F.Supp.229 (1192). Commentary in MRPC regarding Lawyers moving between firms explains: there is a presumption that all confidences known by a partner in the first firm are known to all partners in the second firm. See also Audio Mpeg, Inc. v. Dell, Inc., 219 F.Supp.3d 563, 574-575 (2016): Though the attorney in question has not made an appearance in this case, he &quot;could have&quot; — and did — &quot;obtain[ ] confidential information in the first representation that [is] relevant&quot; here. [T]he surety that he received confidential information from Plaintiffs [...] weighs heavily in favor of W&amp;S being disqualified even though he is not working on this case. [...] Moreover, the attorney possesses confidential information which could harm Plaintiffs if used by one of the W&amp;S attorneys who has appeared in this case and works in his office. Your description reflects that, in his former employment, the junior associate has confidential information which can be used in a way materially adverse to the interests of the former client. The junior associate violated the aforementioned rule insofar as X already &quot;start[ed] a countersuit or [took] another action&quot; using the junior associate's knowledge. This warrants disqualification of X's law firm as in Audio Mpeg. But disqualification might not suffice. X itself might already have become aware of the disclosure by the junior associate. That enables X to use that information even if it switches law firms. This might estop X from asserting counterclaims, at least those that otherwise would be covered by the tolling of the statute of limitations in this multi-year litigation.
Is a firm required to arbitrate disputes arising after the expiration of employment contract? The wording of this question is problematic. From your description it is doubtful that the contract truly expired at the end of the first year. It is valid for a contract to encompass multiple phases with different provisions specific to each phase. Providing that &quot;[a]fter the first year the employee may continue working for the company, until terminated, as an at will employee&quot; is different from expiration of the contract at the end of the first year. The contract simply outlined what happens before and after that point in time. The employer's allegation that the contract expired at the end of the first year is inconsistent with outlining in that same contract the nature of the parties' continued relation after the first year. Said nature of the employment relation should have been outlined in a separate contract in order to preempt an interpretation of there being one same/ongoing contract. The employer's allegation is vague and untenable also in a scenario where the employer terminates the employee within the first year. The employer's allegation seemingly implies that the employee's deadline for arbitration proceedings expires at the end of the first year. That would give the employer the opportunity to evade the arbitration clause by choosing a timing that de facto prevents its employee from enforcing the clause. Questions regarding arbitration are unanswerable without knowing the exact terms of the relevant clause(s). Just like the contract provides a transition from fixed term employment to at will employment, it is possible --but not necessarily the case-- that the arbitration provision is applicable only to some of the phases that the contract encompasses.
Can he/lawyer try to use the payment to me as leverage, for example, offer to give me that payment only if I agree to sign a non-compete or other document? The employer ultimately ought to comply with the written agreements between you two. The employer is not allowed to belatedly impose conditions that alter (to your detriment) the contract(s), let alone when you are no longer his employee. The clause "You will be paid on X and Y when/if they close" does not reflect whatsoever that payment is contingent on your acceptance of a non-compete agreement. Your description does not reflect any legal merits that would justify your employer to further withhold the compensation to which you are entitled pursuant to the deal/sale that got closed. The employer and his lawyer are just being vexatious.
Usually, an attack on the validity or prudence of the underlying order is not a defense to court action to enforce it. Usually, the only exception would be when it was impossible, or practically impossible, to perform the court order for some reason. You could seek to modify the order, but that would be prospective in effect only and usually isn't granted unless there has been a change in circumstances since the original order was entered. You could also bring a motion to set aside judgment (usually this has to be done within six months of entry of an order) on the grounds that this provision was included only due to mistake or irregularities in the process or excusable neglect. But, that only would have only prospective effect.
Finding Certainty There is only one way for certain: Do the supposedly unlawful thing Get sued (civil) or prosecuted (criminal) Go to court - if you win it wan't illegal If you lose, appeal to the next appellate court in the chain In one of those courts refuses to hear your appeal - it was illegal Repeat as necessary until you reach the Supreme Court - if you win it wan't illegal If you lose or the Supreme Court refuses to hear your appeal - it was illegal. Of course, this whole cycle will take a few years and quite a lot of money. Not certain but persuasive Consult a lawyer: their area of expertise is knowing what the law is and how it will likely apply to your circumstances. Of course, they can be wrong about this because - see above. Why is this so hard? Common law jurisdictions, of which Florida is an example, do not have a "Code of Laws" where you can look things up and see if they are legal or illegal. The Common Law in Florida is partially enacted law (by the US, Florida, County, City and finally your housing corporation) and partially unenacted law (decisions made by courts about both the enacted and unenacted law). In fact, enacted law is usually quite ambiguous until it has a body of unenacted (or case) law that surrounds it and provides guidance on how the courts will interpret it. Part of a lawyers skill is knowing (within their area of expertise) what the relevant case and statute law is with respect to the specific facts of the case, or knowing how to research them. Publish and be damned! You can always take the Duke of Wellingtons approach. In common law jurisdictions, everything is legal unless there is a law (enacted or unenacted) that makes it otherwise. If you do not believe that the action you wish to take is illegal then advise the other party that you will give them 24 hours to come back with a court injunction to prohibit it, otherwise you will proceed. You can't call a bluff harder than this!
The question says that the OP &quot;asked&quot; company A for confidentially. It does not say that the agreed to it. If they did not, the asker has no case, and they could publicly admit having used his idea and s/he still would have no case. If Company A agreed to confidentiality, and did so in writing (or if the agreement can be otherwise proved) then there might be a case. Proving communication of the idea to Company B would indeed be a hard part of bringing the case. Company B could also defend by showing independent invention of the concept. History has many examples of the same idea being independently arrived at by multiple people at about the same time. Ideas are more common, and therefore of less value standing alone, than many inventors think. To seriously pursue such a case, it would be a very good idea to consult a lawyer experienced in IP law in your jurisdiction. NDAs (and this agreement, if it existed, would be a form of NDA, even if it wasn't called that) are often governed by state law, but trade secret law is partly Federal (see 18 U.S.C. § 1832). A lawyer could advise more specifically and accurately on the chances of success, the probable costs, and the possible amount of recovery, based on the specific facts. But as described, the case is far from a sure thing. More specifically, most US states have enacted some version of the Uniform Trade Secrets Act. The USTA sec 1.2 prohibits using or sharing a trade secret gained through &quot;improper means&quot;. Section 1.1 defines this: &quot;Improper means&quot; includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. Promising to observe confidentiality and then breaking that promise would seem to fit. Section 1.4 defines a &quot;trade secret&quot; as: &quot;Trade secret&quot; means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy The idea described in the question might fit this definition. The UTSA provides successful plaintiffs with several possible forms of relief, including injunctive relief, damages, and attorney's fees. The details will be decided by the court in each case.
If the agreement is the result of a binding determinative process like the decision of a court, arbitrator or administrative tribunal, the aggrieved party can go to the court for enforcement. If it isn’t, then the agreement may be enforceable as a contract (see What is a contract and what is required for them to be valid?). Breach of the contract allows the aggrieved party all the normal remedies. In either case, breach by one party does not excuse breach by the other. Of course, the agreement can be worded “you do this then I do that” so if you don’t do this, you are in breach but I’m not. If it isn’t either of the above, it can’t be enforced.
Statutes of limitations (hereinafter "SOL") vary from jurisdiction-to-jurisdiction. If it is only one-year in New York (I've not confirmed this) that would not be surprising. SOLs exist for all civil matters and nearly all criminal matters. I'd just like to point out that your question is not really limited to defamation or to the time frame for which the specific SOL runs for libel/slander ... at least as I've read it. It seems you are asking the broader question pertaining to what the philosophical or practical purpose(s) for SOLs in general are, as well as what effect these limits can have on the ability of a would-be claimant/plaintiff to get relief through the courts. So, to answer whether a person who believes they've been defamed can still bring a cause of action after the SOL has passed: the short answer is no. But, that is only the short answer. SOL is an affirmative defense, meaning that it can only be asserted if it is pled in the answer to a complaint. So, if John Doe feels he's been defamed by a libelous statement in the Times, and he files suit 4 years after the statement was made (and the SOL is 1 year), the court will still accept the filing of the complaint and Times must still be served. You do not lose the right to file your claim, when the SOL has passed, which is a very common misconception of the law. And, Times must still file an Answer to avoid defaulting. However, in that answer Times (no doubt by and through qualified counsel) will most likely assert a variety of affirmative defenses pro forma, which will include the passage of SOL (the claim is stale). If, in fact, the SOL has passed and the affirmative defense is pled, the next thing the Times will do is file a motion to dismiss. The judge will view the complaint in a light most favorable to Doe, the plaintiff, which will lay out all the facts (including when the libelous statement was published). If the cause of action accrued (this just means when the injury was sustained) and the claim was not filed prior to the expiration of the SOL, Doe's case will be dismissed. If the Times does not assert SOL though, it is deemed to have been waived for that and any subsequent related proceedings. There are ways to toll (extend) the statute of limitations. There is a discovery rule (this does not mean Doe didn't read it until after the SOL, even though he was able to). It means that the SOL can be tolled in cases where one could not have discovered the tort occurred. In these instances, the SOL doesn't begin to run until the discovery was either made or should have been made. This is most typically seen in medical malpractice cases (e.g., a surgeon leaves a sponge or instrument in your abdomen, and after years of failed treatments for IBS your doc sends you for an x-ray and an MRI and it's discovered) or in asbestos cases (you don't know you breathed it until you have asbestosis) &ndash; those types of scenarios. In cases like that, the SOL begins to run when you find out the tort occurred. This has also been successful in recovered memory cases where childhood sexual abuse occurred but was suppressed. Incapacitation is another way the SOL can be tolled. So, in Doe's libel case, the SOL can be tolled if he is incapacitated (in a coma and didn't wake for 4 years, in a mental hospital in a break from reality for 5 years) &ndash; in such circumstances you can still file a claim and have it survive a motion to dismiss based on SOL once you are rehabilitated. Also, Absence due to military service is reason to toll in some jurisdictions. Lastly, (at least the last one I can recall) is that minors can often toll the SOL however long the statute is (say 1 year) after they turn 18. As for why there are SOLs: That is more public policy than anything else. It is one of the oldest rules of law known to modern man, dating back all the way to early Greek and Roman law. Statutes of limitations are a fundamental part of EU and US law, as well as most other modern legal systems. They function to prevent fraudulent and stale claims from arising after all evidence has been lost or after the facts have become dubious and unclear due to the progression of time, which can lead to lost or uncertain memories, death of witnesses (for each side), or disappearance/inability to locate witnesses. The policies behind SOLs are also for judicial economy and to protect defendants from having a never-ending potential suit looming over them. Often, the seriousness of the crime or the tort, or some element of it, dictates the time frame of the SOL. It is a means to ensure that plaintiffs pursue their claims with reasonable diligence: I.e., if it matters to you, file it. Also, as I touched on above, time disadvantages defendants. Plaintiffs are the "injured" party, so they tend to retain evidence much longer than a defendant, who might not even realize he has done wrong &ndash; especially in civil matters. So, in a libel case, the whole basis of the claim is the irreparable damage to your reputation. If more than a year has passed and you didn't know about it, one could assume the damage never rose to the level of having sufficed to make a valid claim in the first place. That is why they run fast in those cases. They run fast in medical malpractice claims too, but this is a result of tort reform &ndash; the public policy that litigation against doctors/hospitals causes increased health care costs for everyone. So, policy suggests it's best for society to dispose of these claims quickly (not so much if you're the plaintiff). Whereas most regular negligence claims can have SOLs as long as six years in some jurisdictions where I have practiced. So there are clearly policy determinations going into these legislative acts. The Golden Rule of Law that I tell all of my clients is this: If you think you have a claim, talk to a lawyer right away, because if you don't you can lose the right to pursue relief, much, much quicker than one may ever imagine! I know this is a long answer, but I get asked this (type) of question all the time. Plaintiffs feel the SOLs run too fast, while Defendants cannot believe they can still be on the hook!