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checkupfromtheneckup

Breach of Contract

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I went to work for a small tech firm a little over 3 years ago. I was initially a 1099 consultant - they have since been audited and fined for improperly classifying me.

2.5 years ago I was offered the Presidency of the firm, which is a privately held "C" Corp. At that time I negotiated base salary, equity interest, bonuses based on business capture (as opposd to "net" profits), vacation, expectation of employment (including during any change in control) etc. - with an added stipulation that the firm would execute a written employment agreement documenting the terms outlined. Since that time, there has been no follow-through on the equity interest, writen agreement, bonuses, etc. These negotiations we conducted with the 87% owner/Chairman.

I have expressed my concerns in writing over these issues several times - each time I have been assured that I would be "taken care of". Today I received an email from our CEO stating that the bylaws of the firm require the CEO and President to be the same person and therefore, I am being demoted to a non-officer VP role.

Do I have a viable claim for failure to abide by the oral agreement I negotiated (and which they have never refuted?), loss of equity, loss of bonuses earned but not paid, etc.?

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"... with an added stipulation that the firm would execute a written employment agreement documenting the terms outlined."

You don't say why on earth you wouldn't make sure that they entered into the written employment contract before you'd start work as President, or within a few days or weeks. It's up to YOU to make sure it's done ... not just hope they will.

While if you've all communicated about this stuff in email, cobbled together that could be construed as a binding contract, it may be difficult to prove the verbal agreement if you've never bothered to ensure they've kept their end of the bargain for 2.5 years. :)

Even if you could prove that you had a contract for X years as President at Y salary and benefits, that doesn't mean you cannot be demoted (though presumably part of this oral contract is a requirement that they may only terminate the contract for good cause).

You need to get off the internet and talk with a local employment attorney (as you should have before you entered into this agreement).

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