How best to respond to a cease and desist from a former employer?

[Mummyscamp]

Hi all,

Around three years ago, I set up a business with my co-founder. Prior to that, we both worked for the same employer.

We have recently received a “cease and desist” email from our former employer. The email was sent directly by them (not via solicitors). In it, they refer to a non-solicitation clause in our employment contracts and allege that we are in breach of that clause. They demand that we cease trading. The non-solicitation clause states a period of four years post-termination.

No evidence or specific examples of any alleged breach have been provided. We are not aware of any conduct that would amount to solicitation or diversion of their clients. The industry we operate in (production/event companies) is an open market with no exclusivity arrangements, and clients typically engage agencies independently.

Our contracts also contained a non-compete clause, but this expired approximately one year ago. We were previously advised that the non-compete was likely unenforceable due to its duration and lack of geographic limitation.

In their email, they state that if we do not respond by 7 February 2026, they will take legal action without further notice and seek to recover alleged losses arising from the breach.

We would appreciate guidance on how best to respond and what should be included in our reply.

Thank you in advance for any advice!

[atticus]

4 years seems excessive, unless you work in a very specialist sector. By excessive, I mean that the extent of the restriction may be held by a court to be much greater than is reasonably necessary.

So, can you please state:

1. The business of this former employer;
2. What your position was when employed by them;
3. What your present business is;
4. The exact terms of the clause(s) in question;
5. Full details of what this former employer says you have done.

[Mummyscamp]

Hi there - thank you so much for coming back to me (us!). In response:

1. The business of this former employer; // an agency for film/events/photographic locations
2. What your position was when employed by them; // Sales and eventually MD (we were both sales, then I ended up MD...long story!)
3. What your present business is; // an agency for film/events/photographic locations
4. The exact terms of the clause(s) in question; // See below:

Non-Competition

The Employee agrees that during the Employee's term of active employment with the Employer and for
a period of two (2) years after the end of that term, the Employee will not, directly or indirectly, as
employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-
venturer or otherwise, solely or jointly with others engage in any business that is in competition with
the business of the Employer within any geographic area in which the Employer conducts its business,
or give advice or lend credit, money or the Employee's reputation to any natural person or business
entity engaged in a competing business in any geographic area in which the Employer conducts its
business.

Non-Solicitation

During the term of the Employee's active employment with the Employer, and for four (4) years
thereafter, the Employee will not divert or attempt to divert from the Employer any business the
Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or
expiration, as the case may be, of the Employee's employment with the Employer.

5. Full details of what this former employer says you have done. // Here's the exact wording from the email our former employer sent:

This is in direct violation of the employment contract between yourself and Locality Limited where it clearly states that during the term of the Employee's active employment with the Employer, and for four (4) years thereafter, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employee's employment with the Employer.


Many thanks for taking the time to review this - we'd love to know your thoughts.

[atticus]

That non-solicitation clause is odd, and may not mean what the former employer thinks it says. It requires careful analysis, but appears to relate to business at the date of termination of employment - and possibly not to new business after that date, even from existing clients.

You have not answered my question 5. What does this former employer say you have done that it says is in direct violation etc?

[Mummyscamp]

Hi,

Question 5 , I just copied and pasted the exact words she used, but here's the email in it's entirety (blanked out personal details :


It has come to my attention that you and XXXX, another ex-employee of XXXC Limited, have set up a rival location library called XXXX as seen at this website:

This is in direct violation of the employment contract between yourself and XXX Limited where it clearly states that during the term of the Employee's active employment with the Employer, and for four (4) years thereafter, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employee's employment with the Employer.

I demand that you immediately cease and desist trading as a location agent.

Failure to comply by February 7^th 2026 will result in legal action without further notice.

I will also seek to recover any losses sustained by XXXX Limited as a result of you assuming management of my customers.






In addition, one of the locations we exclusively represent has informed us that they have received a letter directly from our former employer. In that correspondence, our former employer alleges that we are in breach of our employment contracts and states that we have been asked to cease and desist.

For context, the agreement between this location and our former employer had expired prior to the location approaching us. The location contacted us independently to request representation and confirmed that they did not intend to renew their agreement with our former employer.

We did not approach or solicit this location while they were under contract with our former employer.


Phew! Thanks again for looking at this and again for any advice given,

[atticus]

You have quoted your former employer as saying:

It has come to my attention that you and XXXX, another ex-employee of XXXC Limited, have set up a rival location library called XXXX as seen at this website:

This is in direct violation of the employment contract between yourself and XXX Limited where it clearly states that during the term of the Employee's active employment with the Employer, and for four (4) years thereafter, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employee's employment with the Employer.

The activity described in that quotation above does not contravene the non-solicitation clause: no "solicitation" is reported. You may tell your former employer as much. You can also point out the the period of the non-compete clause expired a year ago.

My firm recommendation to you is to consult a solicitor and instruct that solicitor to write a firm response on your behalf. Your ex employer has not paid a lawyer - if you do, that will send a further message.

[Mummyscamp]

Thank you so much, it's very much appreciated.

One last thing if you don't mind before I go, are you able to share your thoughts on our ex-employer contacting one of our exclusive locations, as I mentioned and copied below (thank you) :


In addition, one of the locations we exclusively represent has informed us that they have received a letter directly from our former employer. In that correspondence, our former employer alleges that we are in breach of our employment contracts and states that we have been asked to cease and desist.

[atticus]

Try to keep it simple. Maybe show your location a copy of your lawyer's letter. This is less about law and more about how you manage your business relationships.

[Mummyscamp]

Thank you for all your help !!