Do user agreements with a company carry on after corporate mergers or splits? I wanted to ask in regards to the eBay/PayPal split about a month ago. Namely: Do the user agreements continue once the companies split? In my mind, because PayPal is splitting off into its own company and eBay is remaining as the same company: In order for a person to continue using PayPal, in effect he must agree to a new user agreement. New company, new rules and regulations. If so, how would this affect users who are not in good standing? With this said, After the split, users in good standing were asked if they agreed to the new terms and agreements. If they agreed, they continued without issue. If they didn't, they were to close their accounts. But for users not in good standing (which PayPal calls "limited accounts") the option to close accounts are not available. I.e., PayPal does not allow one to close a limited account. How would a user who was not given the option to agree/disagree with the new terms go about terminating the account (business relationship)? There are more layers of context and background, but I wanted to boil down my questions to this for the time being.
The eBay user agreement contains this clause: In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section. The current PayPal agreement says: You may not transfer or assign any rights or obligations you have under this Agreement without PayPal's prior written consent. PayPal reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. It's a good bet that every user agreement you ever clicked on had a similar clause. What do these clauses mean? They mean that when eBay spins off a new company, they can assign their rights, and your duties, under the contract to the new company. Your assumption that a new user agreement is required is incorrect.
Some jurisdictions tend to favor non-compete agreements, others hold most of them to be unenforceable. From a very quick search, BC is a little reluctant to enforce them, but they can be valid if sensibly drawn. However, the text you included in the question is not a non-compete agreement at all, it is a non-solicitation agreement, a much less restrictive agreement, which is significantly more likely to be upheld. The agreement quoted in the question does not mandate the employee continuing to work for the employer for any minimum time, not two years, and not six months. (Another provision might specify a required notice period, but that was not quoted and may not be in the agreement.) The agreement quoted does not prohibit the employee, after s/he leaves the job, from working for a competitor of the former employer, not even for a brief period. What the agreement quoted does do, is prohibit the employee from asking individuals and businesses who were customers of the former employer for orders for the same products as are sold by the former employer. This applies to orders on behalf of the employee personally, on behalf of a new employer, or on behalf of a business in which the employee has some sort of ownership stake (such as partner or shareholder). That is all that the quoted language prohibits. This means that the employee cannot ask those who were customers of the old employer, to buy from or through him, the same products that the old employer sells. It does not mean that the former employee cannot sell such products, if the inquiry comes from the customer. This sort of agreement is primarily aimed at preventing a salesperson from taking a client list with him or her to a new employer, and trying to get them to move their business from the salesperson's old employer to his or her new employer or business. If the employee is primarily an instructor and does not also act as a salesperson, this agreement will have almost no effect on him or her. This site discusses such agreement an myths about them in BC, Canada. It says: Non-competition clauses can be enforced by courts in BC. It is true that employers face an uphill battle in getting a judge to agree to enforce a non-compete, but it can and does happen. If you are wondering whether your non-compete will stick, ask an employment lawyer. Enforceability of a non-compete depends on the specifics of the wording of the clause itself and the overall employment contract. Some key considerations are whether the clause is clearly worded, and whether it is limited in time, geography and scope of what is covered. If a non-competition clause is enforced by a judge, it will only be applied to prevent the employee from the specific activities listed. If the employer has missed something from the clause, or there is a “loop-hole,” that is generally fair game. Many contracts include non-solicitation (aka non-solicit) clauses, which are meant to prevent the employee from contacting clients. Non-solicitation clauses are still an uphill battle to enforce, but slightly easier than a non-competition clauses. This is because non-solicits don’t dictate where an employee can work, just what business they can seek out. Even if there is no contract, obligations to respect confidential information, and fiduciary duties (in the case of key employees) last beyond the end of employment and can limit competition. An online paper on &quot;Is my Employee’s Non-Compete Agreement Enforceable?&quot; by Lisa Stam says: In Canada, courts have generally been reluctant to uphold agreements that have the effect of restricting an individual’s ability to earn a living or pursue the job of their choice. Indeed, courts take the initial position that restrictive covenants in employment agreements are unenforceable, unless the employer can demonstrate otherwise. A restrictive covenant must jump through several hoops to be deemed enforceable. ... A non-solicitation agreement will allow a former employee to work for a competitor, but prevent them from soliciting the clients (and possibly the employees) of their former employer for a specific period of time. Former employees may have close relationships with clients. Allowing them to solicit these clients may give them an unfair advantage against the former employer in the marketplace. If the employee does not solicit the client, but the client leaves to follow them anyway, there is little an employer can do. ... If a court finds a restrictive covenant clause unreasonable, for example it restricts solicitation for 12 months when 6 would have been reasonable, they will not read it down to fix it. Canadian courts require the employer to get it right the first time and a flawed clause will therefore normally be unenforceable. In short, the above quoted agreement may not be enforceable. But if it is, it only restricts solicitation, not competition, and does not require the employee to work for the employer for a period of two years, or any other minimum time.
Ask yourself... What are you trying to achieve? My understanding is an employer is not obliged to provide you a positive job reference. I believe at most, they are only to obliged to confirm that you worked there. Anything above that is optional. The fact that you have left British Columbia only makes it more difficult for the company to chase you - It does not alter your legal obligations. As part of the settlement, both the employer and employee singed an mutual non-disparagement agreement. Why did you sign a mutual non-disparagement agreement if you still disagree? It leads me to believe there could be trust issues between you and others. Why do you think your old employer must abide by the agreement, but you have an exemption? Let's say you make noise - let's say your old employer in BC tracks you down. Ask yourself how an independent third party like your new employer would react when they read that you signed an agreement, then decided to ignore it. Both you and your previous employer have begun new separate journeys. You two crashed once - I suggest you not alter your path or you could crash again. Life is too short. Concentrate on making your new home in your new city and a new job a new start. It will bring you a greater benefit than breaking a signed, sealed non-disparagement agreement.
If three people inherited a house in equal shares, then a new deed should have been prepared and filed with the appropriate governmental authority (the county in most US states) before probate is closed. When that is done the authority of the executors over the house as executors has ended. However, if I understand you correctly, the two former executors are also two of the three heirs to the house. Thus they own a 2/3rds interest in the house. At least they can sell their interests without your consent, leaving you a minority owner with the purchaser owner a majority. In some jurisdictions they may be able to force a sale, paying you your share of the purchase price. But this would be because of their majority ownership, not because of their former status as executors. Addition: In some states co-owners who are joint tenants may not sell their interests without the consent of the other co-owners, but this is jnot true in North Carolina According to the site of the Hutchens Law office: ownership as tenants in common provides each party with the right to sell, gift, devise, or otherwise convey their interest in the property without the permission of the other owners. This means that the ownership interest is freely alienable or transferable. As a result, an owner may sell or give their interest in the property to anyone they want, or they may willingly or by judgment use their interest in the property to secure or satisfy a debt with a creditor. Therefore, parties entering into an agreement to purchase property as tenants in common should be aware that they may ultimately end up owning the property with a stranger. If this were to happen, there is a way out, but it may be costly. At any time, if the parties can't agree, any owner may petition the court for a partition of the property. The court could require one owner to buy another out or force the sale of the property. The court will decide the ultimate outcome based on equity. ... [I]f the intent of co-owners holding interest as joint tenants is to automatically transfer their interest at death to the survivor, the language must be on the conveying instrument as right of survivorship is not automatic with joint tenancy in North Carolina and if the language in not included, the decedent's interest will pass to his heirs. ... However, any owner has the right to convey their ownership interest during their life; and if they do, the survivorship agreement ends, and owners simply become joint tenants by operation of law. In North Carolina there seems to be little practical difference between co-owners who are tenants in common, and those who are joint tenants without a right of survivorship. But whichever form of co-ownership is chosen: tenants in common, joint tenants without a right of survivorship, or joint tenants with a right of survivorship, each of the co-owners has a right during his or her lifetime to sell, give away, or use as collateral on a loan his or her share of the property, without consulting the other co-owners. They cannot force the other co-owner(s) to sell, except by starting an action of partition in a court, when a judge would decide. An unrelated buyer might be unwilling to purchase only a 1/3 or 2/3rds interest, because the remaining co-owner(s) would still have full rights to use and occupy the house, can could sell to a different buyer. All co-owners are responsible for their proportionate shares of all expenses, including mortgage payments, repairs, and taxes.
It will depend on the specific facts Let's define a few terms: Company A was the original company, Company B is the current company (which may be the same as Company A or a different company), Owner A was (and may still be) the shareholders of Company A, Owner B are the shareholders of Company B, the Business is the enterprise that was carried on by Company A and is now carried on by Company B, the Domain is the licence from the Domain Name Registrar which may be owned by any of the above (except the Business because it's not a legal person). Owner A and Owner B might be an individual natural person or an individual company or a group of natural persons/companies. Both the Business and the Domain are assets just like a car or office furniture that can be bought and sold independently of the Company that owns them. Who owned the domain registration? This might have been Company A in its own right or Owner A in which case Company A would be using it under some sort of licence, probably an implicit and undocumented one. Was Company A or the Business bought? Both are possibilities, see Is it possible to keep assets from being taken when a company is bought by another? If the company was sold the Company B is Company A. If the business was sold then Company A is different from Company B. Company A owned the Domain and Company A was sold Company A/B continues to own the domain. There is no room for dispute here. Owner A owned the Domain and Company A was sold Owner A continues to own the domain but Company A/B retains the benefit of the licence. There is scope for dispute over the terms and duration of that licence. Company A owned the Domain and the Business was sold The terms of the contract would need to be consulted to determine whether the Domain was part of the assets that comprised the Business. There is scope for dispute here, see the Peanut Butter Wars over whether trade dress was part of the business (spoiler, it was). If it was, then Company B owns it even if it is legally still held by Company A - they would be holding it on trust for Company B pending legal transfer. There is no scope for dispute here. If it wasn't, then one has to ask how has Company B been using it for 7 years? There is scope for dispute here. It's possible that they were using it under a licence, if so, what are the terms? It's also possible they have a right to it as a result of other IP they own, usually a trademark. Owner A owned the Domain and the Business was sold The terms of the contract would need to be consulted to determine whether the licence in the Domain was part of the assets that comprised the Business. There is scope for dispute here. If it was then Company B retains the benefit of the licence. There is scope for dispute over the terms and duration of that licence. If it wasn't, then one has to ask how has Company B been using it for 7 years? There is scope for dispute here. It's possible that they were using it under a licence, if so, what are the terms? It's also possible they have a right to it as a result of other IP they own, usually a trademark.
the first two highlighted parts seem to contradict each other. No, in this case they do not. The first highlighted portion refers to works or items produced "for or under the direction of the Company", whereas the second highlight refers to your creations that satisfy conditions (a) and (b). Where contradictions actually exist, the doctrine of contra proferentem entitles you (the non-draftsman of the contract) to adopt the portion or reasonable interpretation that favors your legal position. Also wondering how valid those statements actually are They are valid and become enforceable as soon as you sign the contract or your subsequent conduct reflects your acceptance thereof. it's a matter of privacy. So the question is what I can do or what the reality is of the situation The reality is that you are asked to sign a contract that is abusive and ridiculous. One vulnerability from describing your inventions (presumably in Appendix A) is that the employer gets "irrevocable, worldwide, etc" rights on them as soon as you "use or disclose any [items listed in Appendix A] when acting within the scope of [your] employment". This means that if instead of reinventing the wheel you share or apply any portion of your prior creations so as to enhance your productivity, you knowingly and irreversibly grant to the employer perpetual rights to those items. Legal disputes regarding APIs can become extremely intricate. And, since judges usually have no decent background on IT, even those few judges with integrity are unlikely to grasp the key subtleties that would lead to a correct ruling. "not useful with or related to any Company Interest" is very vague. The company could be interested in literally anything these days. Clauses which are too vague or excessively wide-encompassing are supposedly stricken as unconscionable, unenforceable, etc. However, I personally would foreclose upfront the risk of judicial hassle and decline the abusive contract. Legal issues aside, keep in mind that you are offering your expertise (in terms of supply &amp; demand, you are on the supply side). This fact has a less derogatory connotation than "asking for a job". Accordingly, the relation between the parties should be more leveled.
There is no contract Specifically, an agreement to agree is void for uncertainty. If the total cost of shipping was an insignificant fraction of the value of the contract then there might be sufficient certainty - that is, it could be argued that the buyer (or seller) has agreed to pay a reasonable rate for shipping. However, in the context of most items on the site this is unlikely to be the case. As an aside, your use of the term "rescind" is incorrect. Rescission occurs when one party breaches a term of the contract and the other party elects to terminate (and optionally seek damages) in response. The correct term for both parties agreeing to release the other is "termination by agreement".
I intend to close on the house as I've already signed all the loan paper work, but is there anything that can be done about a Realtor that breaks contract? You have probably waived your claim if you proceed with the deal knowing about the Realtor's conduct. What would your damages be? Could you have mitigated them by not agreeing to the deal? Also second question would it be better to seek a personal or Real estate attorney in such situations as this? Lawyers aren't that specialized. I would not recognize a "personal" attorney as something necessarily different from a "Real estate attorney" and the questions involved are not so complex that a general practice attorney couldn't handle them. Familiarity with real estate issues would be desirable (e.g. you wouldn't want to hire someone whose practice was exclusively as a criminal defense attorney or a personal injury lawyer, or a patent lawyer, for this task), but a great many lawyers who describe their practices differently would have the relevant experience and knowledge.