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Freelancing vs. The Old Company Massachusetts

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  • Freelancing vs. The Old Company Massachusetts

    I may be leaving my company soon. If so, I will become a freelance worker. For a little bit of background, I work in a theatrical rental shop. Theatres will rent equipment from me and then (depending on their level of expertiese) choose to set it up themselves or have my company set it up.

    We have a LARGE customer base that we do the labor for (Highschools, Cmmunity Theatres, etc.).

    I have signed NO agreements with my boss regarding competition. Actually, I've never signed anything with my company, not even an employemnt contract.

    My Question #1:
    After I leave, do I have to right to contact these businesses and offer my freelance services. Many of them have worked closely with me for 4 years and are confident in my work.

    My Question #2:
    If that is legal, what information may I take from my current job, if any? I'd be willing to bet I can not make a duplicate copy of the customer database. May I copy by hand (during my breaks as not to cut in to work hours) a few of my favorite customers phone numbers? I can do pretty well remembering all their names, but I'm interested in saving the time of hunting down a bunch of phone numbers.

    Additional Concern: I have an intimate working knowledge of my company's budget along with the budgets of my customers. I know how to "just slightly undercut" my current company. I know their business strategies and I'm sure I could take a significant ammount of business from them if I do this. I'm concerend about legal retaliation which I'm sure my boss would attempt.

    (moral of the story for any companies out there who read this thread: Treat your employees with respect and they won't begin to come up with ideas like this)

    My guess is #1 is yes and #2 is no, but I'm interested to hear what the law has to say.

  • #2
    This case likely turns on the definition of trade secrets.

    A “trade secret” is been defined by statute as “anything tangible or intangible, or electronically kept or stored, which constitutes, represents, evidences, or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, inventory, or improvement.” MGL ch. 266, section 30(4).

    ...and the crime for stealing trade secrets is as follows: "Whoever steals, or with intent to defraud obtains by a false pretense, or whoever unlawfully, and with intent to steal or embezzle, converts, secretes, unlawfully takes, carries away, conceals or copies with intent to convert any trade secret of another, regardless of value, whether such trade secret is or is not in his possession at the time of such conversion or secreting, shall be guilty of larceny, and shall be punished by imprisonment in the state prison for not more than five years, or by a fine of not more than twenty-five thousand dollars and imprisonment in jail for not more than two years."

    BUT the question of what constitutes a "trade secret" is quite fact specific and courts look to "(1) the extent to which the information is known outside of the business; (2) the extent to which it is known by employees and others involved in the business; (3) the extent of measures taken by the employer to guard the secrecy of the information; (4) the value of the information to the employer and to his competitors; (5) the amount of effort or money expended by the employer in developing the information; and (6) the ease or difficulty with which the information can be properly acquired or duplicated by others.” Jet Spray Cooler, Inc. v. Crampton, 361 Mass. 835, 840 (1972).

    The question is whether the information is in fact and law confidential, and the actual conduct of the business in protecting that information is crucial. And the company must take actual steps to protect its information for it to be considered confidential.

    So, if they didn't treat the information as confidential and take reasonable steps to protect it, then the courts won't find the information confidential.

    .
    This post is by Philip Gordon, a Massachusetts employment attorney (www.gordonllp.com).

    This post is NOT legal advice. It is for general/educational information purposes only. You should not rely on this post if you are making decisions, and it does not create an attorney-client relationship. This post may be considered "advertising" under the MA professional rules for attorneys.

    Comment


    • #3
      So therefore since all I would really try to aquire is contact information (company name, contact person, phone number), and what I have in my head is the equipment they use (which is in no way confidential), then I am not breaking any laws?

      The only think my boss/company tries to keep confidential is the net cost and actual mark up of the items we purchase/sell. I would not be competeing with this aspect of the buisness in any way.

      Comment


      • #4
        Unfortunately, I can't answer that question here (see the disclaimer below my signature). You'll need to ask your attorney for that advice.

        But hopefully, you found the discussion thoughtful. Sorry we can't do more.


        Phil
        This post is by Philip Gordon, a Massachusetts employment attorney (www.gordonllp.com).

        This post is NOT legal advice. It is for general/educational information purposes only. You should not rely on this post if you are making decisions, and it does not create an attorney-client relationship. This post may be considered "advertising" under the MA professional rules for attorneys.

        Comment


        • #5
          I understand, thank you for your help.

          I think I will just use to yellow pages and my memory and avoid any grey area alltogether.

          It's better to err on the side of saftey.

          Thanks again.

          Comment

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