Wrong corporate name on employment agreement I signed an employment agreement 6 years into a 7 year term. On the 7th year, they decided to not renew our agreement. When reviewing my agreement I noticed the corporate name was incorrect and wasn't the complete name. Does this mistake make the agreement invalid? They are trying to hold me to the non compete in the agreement. I was also given 10% shares of the company for starting the business for them. We did a redemption agreement for a specific amount and they never paid me. Are employment agreements for employees valid for share holders and officers of the company or should there have been a different one. Thanks
Does this mistake make the agreement invalid? No. Having worked at that company for six years already, it will be extremely easy for the company to prove that you clearly knew with which entity you were entering the contract. That is what matters in contract law. Thus, the discrepancy of name in te contract is inconsequential. This is similar to what I explained in this other answer. Are employment agreements for employees valid for share holders and officers of the company or should there have been a different one. In the U.S., there is no prohibition to that effect. What matters is that the parties' rights and obligations are stated and accepted with reasonable clarity.
The shareholders can change who is the company director, but the company director runs the company (until he or she resigns or is forced to sign by the shareholders). So the company director is who has the say what happens in the company. If the contract is between Fred and John Smith directly, then I would expect John Smith to give the orders and to pay Fred. However, Tom is company director, so he can order Fred to stay off the company premises. He can't order Fred what to do, since there is no contract between Fred and the company, and the company won't pay Fred if it doesn't want to - it's up to John Smith to pay Fred from his own pocket. The whole setup is highly unusual. I would assume that the situation is unsatisfactory for everyone involved, so likely they will agree that the contract between John Smith and Fred is cancelled, that there is a new contract between Small Company Ltd and Fred, and from then on the company director gives the orders.
The parties to the contract have not changed; they are still the purchaser company and the scrap vendor. The obligations have not changed; they are presumably based on amounts of stock and monetary value. The only changes are in the name of one party and its ownership, so unless the contract permits termination for those reasons (not unheard of, if a contract has been intended to provide/avert support from/by a particular party or symbolism) the contract still stands with all its terms. A novation is not needed.
You asked about other jurisdictions. As you'll probably be aware (from cases like EU vs Microsoft and EU vs Google) European countries and culture tend to have much stronger protection laws for consumer and employee rights than the US does. In the UK you could make a strong case, although such cases are not often undertaken. The current legislation is Part 2 of the Consumer Rights Act 2015, but the unfair contract terms clause goes back to at least the Unfair Terms in Consumer Contracts Regulations 1999. Basically the law protects a person in a situation where disparity of size and bargaining power have led to unfair terms in a contract (typically a large company offering "take it or leave it" standard terms) - and specifically if they create a significant disparity in the parties rights and obligations. In such a situation the company which drafted the terms alleged to be unfair must show they are reasonable. A list of common terms likely to be seen as unfair is provided. (Employment terms are covered by other laws but also aim to prevent abuses due to inequality of contracting power) A company which sold a product like Windows 7/8/8.1 and then later said "we are changing our terms of support and forcing you to upgrade" (especially to a different product the user may not want, or a product that is maintained in a different way),would almost certainly be at substantial risk of falling foul of this. It wouldn't matter if it was done by not providing the support/patches as originally implied (by custom or normal expectation) or as agreed in an explicit statement of support life cycle, or by saying "we have the right under the contract to do this", or by forcing what is essentially a change of product to get the updates. It also wouldnt matter how big they are, nor whether or not the user had already agreed "because I felt I had no choice". The law is there specifically to protect against abuses like this, so it is drafted to catch companies who try to find "wriggle room".
Without a jurisdiction, I'll just say that unless the comments made in the reviews and discussions were false, the individual is unlikely to have any claim, particularly given that you've stated that this occurred over the course of a year. However, the individual may be able to argue that they were not given sufficient notice of their performance, for example through performance evaluations, and given the length of time, it likely that one would have occurred. A company may be able to terminate an employee in spite of their overall contributions if they have breached policy - for instance, an otherwise outstanding employee who attracts negative customer reviews based in fact, and who is given ample opportunity and guidance to improve, may cause brand and reputational damage to the company; in this case, it is a commercial decision to retain or terminate the employee. As for what recourse the employee has, if the comments were factual, then it is likely that they will not have any, unless the employer has not adhered to procedural requirements - for instance, in Australia, you are required to provide an employee the opportunity to have a support person present at any meeting which may result in the employee's termination - or the employer broke some other law - for instance, discrimination, bullying or harassment law. Unfortunately, the contributions an employee makes does not necessarily negate the harm they do, and complaints based on an employee's performance are completely valid if factual.
The question of whether a person was acting on their own behalf or that of a company would generally be a question of fact, so if such a case came to court it would be for both sides to present evidence and argue for their interpretation of it. In most cases the context makes it clear. You mention having a company email domain and associated email signature; that is certainly good practice and would go a long way towards creating a presumption that you were acting for a company. Also signing yourself with your job title or role (e.g. "Joe Bloggs, Chief Bottlewasher") makes it clear that you are speaking in your role as an employee. The content of the communication also matters; if you use your company email address to order goods from a supplier that the company has used before then the recipient can reasonably assume that you are ordering on behalf of the company and a court is likely to agree. OTOH if you use the company address to send libellous emails then the recipient would have a much higher bar to claim that this was the company view rather than a personal one.
You need a lawyer There is no magic phrase to do what you want. The company will care about defending their assets, while you will want to defend yours. Only a lawyer will be able to tailor the condition that makes sense based on what your job's domain covers and your side projects. It is entirely possible that your personal projects conflict with your employer's, and you must then put your personal projects on hold or risk getting sued. e.g.) developing two pieces of software that does the same thing. Your lawyer will be able to advise on how that looks and what to do. No random strangers on the internet can give you accurate advice.
You have several issues. Breach of Contract When you sign up with each of those services you are entering a legally binding contract and must comply with the terms of that contract. For example, this is taken from Facebook's terms: Here are some commitments you make to us relating to registering and maintaining the security of your account: You will not provide any false personal information on Facebook, or create an account for anyone other than yourself without permission. You will not create more than one personal account. I haven't checked but its a fair bet that the other services have similar terms. Unless you have permission, what you are doing breaches these terms of service. If what you do causes damage to Facebook et al then they can sue you and your employer for damages. Even if it doesn't they can probably bar you from having an account for as long as they like. Improper use of images This is jurisdictional but it is generally required to have the permission of the subject of a photograph where that photograph is used for commercial gain. There are exceptions where the person is not the primary subject (e.g. crowd shots, or images primarily of something else where the person happens to be in the shot) but the type of photos you would use for these services are not going to be exempt. The sanctions for breaching this will be dependent on jurisdiction. Breach of Copyright Somebody owns the copyright in those photographs. If you do not have a licence to use them in the way you propose then you are breaching their copyright. The copyright holder can sue for damages (if any) and any profits you make. Vicarious Liability An employer is strictly liable for the actions of their employees, jointly and severally with the employee. That means a plaintiff can go after either the employer, the employee or both. An employee may have some statutory or contractual indemnity but this is by no means common.