Tortious Interferemce With Contract

[EaRthQuAk3]

New member here. Could an admin please advise where best to post about a Tortious Interference With Contract case I wish to instigate ? Thanks in advance.

[atticus]

Here is fine, go ahead.

[EaRthQuAk3]

Cool. Thanks and admins please feel free to move to relevant section if required.
so i have a case against a former employer where all prongs of a tortious interference with contract case can be proven but I'm not able to self fund legal proceedings so either need to go down self representation or see if any solicitor would on a no win no fee basis. Appreciate peoples thoughts on either approach please.

[atticus]

1.Are you able to provide a brief outline of the case? The nature of the contract, the interference, what it has cost you/what you have lost etc.

2. If considering representing yourself, download and read the Judiciary's handbook for litigants in person, link in my signature.

[EaRthQuAk3]

Of course. Here is the high level overview, including the prongs that I believe are provable to have been met for such a case.
* I worked for Company A at a client (client C) on a 12 month statement of work.
* Client C disengaged Company A (plus ~30) others at the end of 2023 for business reasons.
* Now ex-client C wished to hire me for 2024 independently and offered a contract with rate/dates/role etc
* Company A were aware of this and my wish to join ex-client C
* At the end of 2023 Company A no longer had a business relationship with ex-client C
* Company A knowingly refused to release me from the terms of the MSA between them and ex-client C knowing this was required in order for me to start on the contract at ex-client C, knowingly telling me they had no business justification or legitimate reason other than 'because' - maliciously and intentionally preventing me from starting the role as 'revenge' for them losing the client and to cause myself and the ex-client maximum pain.

So based on the prongs as I see it:
Existence of valid contract offer - tick
Knowledge of said contract by defendant - tick
Intent to interfere with contract by (in) action - tick
Wrongful act of interference (by refusing to send release confirmation to ex-client C with no valid business justification - tick
Damages - 1k a day 'lost', the rest of the contract value 'lost' and was very likely to have been extended for all of 2025 on same or similar terms - tick

They have a duty of care towards ex employees and their malicious action here has prevented my legal right to employment is how I see it basically.

That pretty much covers it but additional facts to add, I resigned in good faith based on my manager verbally confirming twice that 'we' would not prevent me joining ex-client C and 'we' would not sue ex-client C for breach of the MSA terms.

Advice / comments much appreciated on legal position here and next steps I should take (legally)

[atticus]

I am guessing that this MSA thing is an agreement between A and C under which C is precluded from hiring A's staff for a period of time after the end of their business relationship. Please confirm.

Are there any post termination restrictions in your contract with A?

[EaRthQuAk3]

Yes exactly that, specifically that any ex employees cannot independently apply for roles for 6 months once having left the company.
For context, all other ~30 vendors had no issue providing this release as they knew that they were no longer a client and had no valid business justification etc to refuse this.
The partner couldn't justify this decision and knowingly blocked my path to joining.
Surely that meets all the prongs to sue on this basis ?

[EaRthQuAk3]

Regarding post termination restrictions, there is a non compete but both parties know that is unenforcable and have verbally agreed on this so it is moot in this context.

They have 'weaponised' the MSA in this situation and hidden behind 'a business decsion' knowing the impact it would have

[atticus]

I am struggling to see it. If A is enforcing a term in its pre-existing contract with C, I do not see how that can be unlawful interference with your later contract with C.

[R0b]

I have tried to read through what you have said so far and if I'm being honest, what you have written makes no sense at all. Taking a stab at what you are trying to convey to us, here are my thoughts:

1. If there is a Master Services Agreement (MSA) between Company A and Company C only, you are not privy to that contract and will have zero rights unless there are specific provisions allowing third parties to enforce certain rights under the MSA, but that is unlikely and not common practice.

2. Non-solicit clauses are very common when it comes to seconding workers to clients or working on certain projects. This is to protect the service provider's workforce and prevent customers from terminating their agreement and then taking on workers directly to do the job at a fraction of the cost. They are almost always enforceable but depends on the drafting of the language and how long the restriction is in place based on the length of service being performed. For example, a non-solicit clause refraining a client to solicit those workers performing the services for a period of 12 months where the SOW was only for 1 month may be considered unreasonable.

3. You suggest the clause refers to non-solicitation of employees of Company A, but were you actually employed by them as an employee or were you a subcontractor? If the non-solicit explicitly refers to employees only, that would not extend to subcontractors or those who are self-employed. A carefully drafted non-solicit clause would have certain carve outs such as there would be no breach if either party submitted a job advert aimed at the general public and the interested individual has applied off their own back without being directed by either party to it.

4. If your manager verbally agreed not to enforce the non-solicit then in theory you could argue that Company C is released from that restriction, but as you don't have that in writing it will be difficult to prove unless you have other witnesses who are willing to attest to that.

5. If you have been assigned to Company C for the whole 12 months and did no other work for any other client, you may want to consider whether the TUPE regulations apply. If Company C has decided to engage a third party to as an alternative to Company A then you may be able to argue you have been transferred as an employee to that new incoming company. Equally, if Company C have decided to bring the work in-house, then you could argue you have been transferred to Company C under the TUPE regulations. As a general rule of thumb, if your percentage of time is more than 50% then TUPE could apply but other factors have to be taken into account.

My general view is that if Company A and Company C have a non-solicit clause which prevents them from recruiting any employee or worker for a period of 6 months, then I do not think you would have a claim for unlawful interference with contractual relations simply based on that fact. You would need to argue that the clause is not enforceable but I think you would struggle.

Having said that, if you are confident your post-termination obligations like non-compete are not enforceable, I see no reason why you cannot join Company C if they are offering you a contract. Clearly Company C are aware of the non-solicit but have decided to offer you something anyway so the ball is in Company A's court on what it wants to do. Obviously it will need to prove its losses which may ultimately be nothing since you are no longer working for Company A but at best, they may only be able to claim an amount up to the 6 month non-solicit period or however long is remaining as after that date you would be free to engage anyway.

[EaRthQuAk3]

Thanks for the above input. Pertinent details below.

Yes I was perm for company A.
I was twice told by the manager that they would not enforce the non compete and not block my joining company C, both before I resigned and after I had left. Both were verbal.
The partner used the situation to try and get new commercial terms with company C, using me as leverage. The wording was along the lines of "we remain open to commercial discussions with company C" - I was collateral damage in their stand off.

Company A confirmed to me that the would not sue company C. Company C made the contract offer dependent on the release mail as they cant risk company A instigating legal proceedings against them. Making me the only person in the world not able to to the job they had done for the previous 12 months.

I even offered to buy out the non compete for 20k on the basis of them sending the release email.

What about an employers duty of care and all the below ?

Non-Retaliation: An employer should not take retaliatory actions against a departing employee for leaving the company or pursuing employment opportunities elsewhere. This includes actions such as blacklisting the employee or attempting to sabotage their prospects at ex-clients.

Fair Competition: Employers should engage in fair competition and refrain from engaging in anti-competitive practices that could unfairly disadvantage former employees seeking employment with ex-clients. This includes refraining from making false or disparaging statements about the departing employee to ex-clients or attempting to interfere with the employee's employment opportunities.

Overall, while employers have certain responsibilities to protect their legitimate business interests, they must also respect the rights of departing employees to pursue employment opportunities elsewhere. Employers should act in good faith, uphold ethical standards, and avoid any actions that could unlawfully restrict an employee's ability to seek employment with ex-clients.

Again, to clarify, company A had zero business interest to protect and zero justification for not sending the release email (that 30 other vendors had no issue providing)

Thanks again for your views on this situation.

[atticus]

I have read nothing that changes my view, sorry.

Indeed, there does not appear to have been a contract to be interfered with, given that you say the offer made to you by C was conditional, and the condition has not been met.

[R0b]

I also agree with Atticus.

Nobody is preventing you from pursuing opportunities because the issue lies with the contractual arrangement between Company A and Company C. The view of the courts is that the general starting point is for B2Bs to agree to the terms of the contract and they cannot simply complain or seek to overturn or avoid what they agreed simply because they made a bad bargain.

You should either seek opportunities elsewhere or wait out the period until they can engage you without breach of that provision. Otherwise, your only recourse is to take it to court and argue your case. Whilst none of us can determine exactly how a court would decide a claim like this, I would be confident in saying that any claim you bring based on the above facts would have a high chance of being declared a 'hopeless' claim.

The fact that Company C are not prepared to challenge the non-solicit clause is likely an indicator of how this would be determined in court.

[atticus]

The fact that Company C are not prepared to challenge the non-solicit clause is likely an indicator of how this would be determined in court.

On this point only, it could be because they can do without the expense and hassle.

[R0b]

On this point only, it could be because they can do without the expense and hassle.

Absolutely right, that could be the case but in my experience, non-solicit clauses are typically boilerplate and almost universally agreed so unless the clause in question is a unique and bespoke clause, I think reading between the lines Company C is likely to know there is no case to answer which is why the offer of employment is conditional upon being released from the obligation.