I’ve been told that a former employer of mine is engaging in some shady practices and is planning on closing up shop and then reopening under a new name. How do I verify that this is indeed the case?
Never underestimate the power of a fake moustache and a deepening of your own voice when investigating those close to you.
http://www.tennesseeanytime.org/soscorp/ is for corporations in your state and your local city or town hall will have assorted business filings. Of course since you mentioned your employer is shady then you may just have to sit back and wait for a spam or a flyer under your windshield.
I missed the full point of your question.
Having closed many business in my life, there is no legal requirement or common business practice I know of that precedes a closing of a business or corporation in name only. If you think the business is moving from a retail location to another then you can try to solicit the current landlord as a “prospective lessee” whether there is a lease sign up or not.
The secretary of state’s office will have filings online of new corps and LLCs and list the main contacts, which may help. If it’s just a sole proprietrship, you’d have to hire a PI.
As you say, there’s nothing intrinsically shady about closing a business, or even doing that and restarting another business. What is shady, is closing a business while it still has outstanding debts or obligations, without intending to pay them off.
Or contact your local hall of records and ask for new ficticious business name filings for the last few months and see if hes listed. Might cost you $20-$40 but you can get that stuff.
Which is what I suspect he’s doing.
And now I’ve heard a rumor that the owner of the business was/is in jail for reasons as yet unknown. I’d like to know if that’s true or not.
The reason I’m intent in finding all of this out is that because of the contract I signed when I was hired by the place prevents me from publicly discussing anything that went on while I was there, and well, let’s just say that I have a strong interest in not keeping quiet about some aspects about that. Interests which should be obvious to anyone who knows anything about my posting history here. (Hint: What topic do I happen to be a resident expert on? Know what I mean? Nudge, nudge, wink, wink.)
Are you really asking, “If this business is closing, is my contract now void, and thus I can speak freely, or does it continue to the new business?”
Nope, as the contract was tied to that business, so once it’s gone, I’m free. It’s just making sure that the business is tryuly gone that’s the key.
IANA lawyer, but the contract may survive the business, depending on the details of both the contract and the business.
If the business is a corporation, absent any contrary contract language, the contract dies with the corp. But if it was a sole prop DBA, you’re contract is really with the owner as a person and the contract is valid at least until he’s dead.
If the contract includes any successorship clause (and only a fool would write one that didn’t), the contract may live indefinitely regardless of the business’s organizational form or the death of the owner(s) / operators(s).
My overall take on contracts speaking as a partner in multiple businesses & spouse of a contract lawyer:
A contract with a shady operator is worth exactly zero. He will (or won’t) sue or defame you for any reason (or no reason) regardless of the validity (or not) of the contract or of the presence (or absence) of any specific terms of the contract.
Contracts greatly improve the memory of basically honest players, and keep the marginally honest players a lot more honest. But like a rubber band, they only stretch so far before breaking & if you’ve got crook on the other dotted line, you got nuthin’.
It was a corporation and I can’t find it, so I don’t know if it had a successorship clause or not, but given the sleezy nature by which he operated, if he starts a new business, he’s not going to want to draw attention to the fact that he was associated with his older business. His MO is to move to an area, open a business, run it for a couple of years until the heat get’s to be too great, and then shut it down, move to another area, open a different kind of business and repeat. With the rise of the internet, this is getting harder for him to do, and there’s the potential that he could wind up in prison for a very long time if the Feds have finally got the goods on him.
You do realize, of course, that any NDA you may have signed is not going to prevent you from speaking to your local gendarmerie or district attorney, right?
You can’t contract to keep quiet about a crime…
And if I had anything in the way of evidence which could prove illegality (or at least strongly indicated such things were going on) I’d have happily mentioned it to the POlice. As I said before, the owner’s rumored to be in jail, if true, then it’s possible that someone had the evidence against him that I don’t.
If he’s in state custody, you can probably find him here: https://www.tennesseeanytime.org/foil/foil_index.jsp;jsessionid=lAqkFhEYXHdQ52_Qkr
If he’s in the county lockup he won’t be in the database unless he’s done state time before.
Depending on innumerable conditions, even if a corporation is closed and dissolved, if you have a contract in which you owe obligations to the corporation, it is highly likely that someone will have the right to enforce the contract.
To take the most simple case, a corporation might pay off all of its creditors, legally dissolve, and distribute any remaining assets to its shareholder. In that case, the right to enforce the contract would likely be considered an asset distributed to the shareholders, who may enforce the contract. Even if there was a bankruptcy involved, some who purchased the business assets out of the bankruptcy could have the contract rights as part of its asset purchase.
I am not your lawyer, and cannot advise you on your specific situation. I would recommend that you talk to a lawyer in your jurisdiction familiar with the laws and corporate procedures there before intentionally breaching the non-disclosure agreement. Another thing that a lawyer familiar with your particular contract and local law might consider is whether and to what extent the non-disclosure is enforcable at all.
That is actually unlikely to be an issue in this case, simply because the value of it to anyone who might have purchased the assets would be minimal. None of it could be considered a matter of patent or trade secret, and it would only be of value to a handful of individuals. The monetary value of it, at most, could, in a best case scenario, be measured at a hundred dollars a year. This pales, if what I’ve been told is true, in comparison with the assets that are currently being hauled out of the place by the employees in lieu of pay.
The danger to me, lies in if the owner is still running the business, as he’s a petty and vindictive kind of prick, so he’d be liable to go after to me if he could.
This is purely speculation, and shouldn’t be considered any kind of legal advice, but… to follow up on what Billdo said: the point is that someone could still have the right to enforce the contract. Maybe the person to whom the business is sold, or maybe the prior owner, if he retained any assets out of the sale. Given your belief that the owner may be vindictive enough to go after you, notwithstanding the purportedly low dollar value of the claim, it may behoove you to talk to an actual lawyer about what your potential exposure is. (I.e., is this scenario likely? Is the contract enforceable? Is it against public policy? Is there a liquidated damages clause? An attorneys’ fees clause?)
Well, if recent information I’ve recieved is accurate, then it’s a case of the rats fleeing a sinking ship on rocket boats, even the people who are supposed to be handling the closing of the operation wanting it to be done as quickly as possible and forgotten. Nor, apparantly, are they even remotely interested in pursuing anything that I might choose to do in the future. Evidently, the place was padlocked for good this morning. I’m going to try and swing by the place later in the week and see if that’s accurate or not. I also stumbled across a couple of things on the web indicative of there being problems at the place and certainly seemed to be HIGHLY questionable from a legal standpoint, based on my experience as well as things posted on the company’s website, which I forwarded on to the appropriate government bodies. So we shall see.
Hmmm. Pay the right attention to the bankruptcy courts, you might be able to buy the business, along with the NDA.