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Conflict Of Interest - Duty of Loyalty of Terminated Employed Engineer to Employer - Misleading Brochure
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182

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5

Provisions

1

Precedents

18

Questions

20

Conclusions

Transfer

Transformation
Transfer Resolution transfers obligation/responsibility to another party
Engineer B's obligation regarding brochure accuracy transfers from a 'disclosure-based cure' rule set (valid while Engineer A remains employed, even under notice) to an 'absolute cessation' rule set (triggered automatically once actual termination occurs). Engineer A's faithful-agent duty, by contrast, does not transfer or oscillate — it remains constant and unbroken until the same triggering event (actual termination), reinforcing that the termination date operates as the pivot point converting one applicable rule set into another for Engineer B specifically.
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Shows how NSPE provisions inform questions and conclusions - the board's reasoning chain

The board's deliberative chain: which code provisions informed which ethical questions, and how those questions were resolved. Toggle "Show Entities" to see which entities each provision applies to.

Nodes:
■ Provision (e.g., I.1.) ◆ Question: Board = board-explicit, Impl = implicit, Tens = principle tension, Theo = theoretical, CF = counterfactual ▬ Conclusion: Board = board-explicit, Resp = question response, Ext = analytical extension, Synth = principle synthesis ▬ Entity (hidden by default)
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→ informs → answered by → applies to
Provisions (5)
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All provisions in play for this case: the union of board-stated references and analysis-found citations (see each provision's provenance badge). The OntServe case page's Cited NSPE Provisions panel shows the subset actually cited by the committed conclusions, so its count can be lower.

I.4 board + analysis Act for each employer or client as faithful agents or trustees.
How this applies in the case (showing 3 of 21)
Obligation
Engineer A Faithful Agent Duty
This provision directly requires engineers to act as faithful agents for their employer as stated in the duty
Action
Nondisclosure to Employer
Failing to disclose conflicts breaches the duty of faithful agency to the employer
State
Client Solicitation While Employed
Soliciting clients while still employed breaches the duty of loyalty as a faithful agent to the employer
Obligation (2)
  • Engineer A Faithful Agent Duty
    This provision directly requires engineers to act as faithful agents for their employer as stated in the duty
  • Engineer A Employer Disclosure Duty
    Acting as a faithful agent requires disclosing solicitation activities to the employer
Action (3)
  • Nondisclosure to Employer
    Failing to disclose conflicts breaches the duty of faithful agency to the employer
  • Current Client Solicitation
    Soliciting the employer's clients while still employed violates loyalty as a faithful agent
  • Continued Interim Employment
    Acting against employer interests while still employed breaches the duty of loyalty
State (3)
  • Client Solicitation While Employed
    Soliciting clients while still employed breaches the duty of loyalty as a faithful agent to the employer
  • Undisclosed Solicitation While Employed
    Failing to disclose solicitation to the employer violates the trustee obligation owed to that employer
  • Post Notice Continued Employment
    Continuing to work for the employer after giving notice still requires faithful agency during that period
Constraint (2)
  • Engineer A Client Solicitation Bar
    Faithful agency duty prohibits soliciting employer clients while still employed
  • Engineer A Proprietary Information Use Limit
    Faithful agency duty requires protecting employer proprietary information
Principle (4)
  • Loyalty in Client Solicitation While Employed
    Soliciting clients while still employed breaches the duty to act as a faithful agent to the employer
  • Loyalty of Engineer A to Employer
    Engineer A owed a duty of faithful agency to Engineer B while still employed
  • Duty of Disclosure to Employer
    Faithful agency requires disclosure of activities affecting the employer's interests
  • Proper Competition by Engineer A
    Acting as a faithful employee is the standard against which the questionable competition was judged
Role (2)
  • Engineer A Employee Engineer
    He was still employed by Engineer B and failed to act as a faithful agent when soliciting clients
  • Engineer A Faithful Agent Employee
    This role explicitly represents his duty to act as a faithful agent while still employed
Event (1)
  • Employment Termination
    Duty of loyalty to former employer is implicated once employment ends and engineer acts elsewhere
Resource (2)
  • NSPE Code of Ethics
    This provision is part of the NSPE Code addressing faithful agency duties to employers
  • BER Case 77-11
    This case similarly examines duty of loyalty owed to a former employer when starting a new practice
Capability (2)
  • Engineer A Faithful Agency Recognition
    This provision directly requires engineers to act as faithful agents of their employer.
  • Engineer A Employer Disclosure
    Faithful agency requires disclosure of activities that could conflict with employer interests.
II.5.a board + analysis Engineers shall not falsify their qualifications or permit misrepresentation of their or their associates' qualifications. They shall not misrepresent or exaggerate their responsibility in or for the subject matter of prior assignments. Brochures or other presentations incident to the solicitation of employment shall not misrepresent pertinent facts concerning employers, employees, associates, joint venturers, or past accomplishments.
How this applies in the case (showing 3 of 12)
Obligation
Engineer B Brochure Accuracy Duty
This provision prohibits misrepresentation of associates qualifications in brochures used for solicitation
Action
Interim Brochure Distribution
Distributing a brochure that misrepresents facts about past employer accomplishments violates this provision
State
Stale Brochure Personnel Listing
An outdated brochure listing former personnel misrepresents facts about employees in a solicitation document
Obligation (2)
  • Engineer B Brochure Accuracy Duty
    This provision prohibits misrepresentation of associates qualifications in brochures used for solicitation
  • Engineer B Brochure Cessation Duty
    Continuing to use outdated personnel information misrepresents facts about employees in promotional materials
Action (2)
  • Interim Brochure Distribution
    Distributing a brochure that misrepresents facts about past employer accomplishments violates this provision
  • Post-Termination Brochure Use
    Continued use of a misleading brochure after termination misrepresents qualifications and accomplishments
State (1)
  • Stale Brochure Personnel Listing
    An outdated brochure listing former personnel misrepresents facts about employees in a solicitation document
Constraint (1)
  • Engineer B Brochure Accuracy Bar
    Brochures must not misrepresent employees or past accomplishments after employment ends
Principle (1)
  • Honesty in Firm Brochure Representation
    The brochure misrepresented Engineer A's continued status as a key employee
Role (2)
  • Engineer B Principal Engineer
    He distributed a brochure that misrepresented Engineer A's continued role at the firm
  • Prospective Clients of Engineer B
    They could be misled by the brochure's misrepresentation of Engineer A's ongoing employment
Resource (1)
  • NSPE Code of Ethics
    This provision governs truthful representation in brochures used for soliciting employment
Capability (2)
  • Engineer B Personnel Representation Accuracy
    This provision requires brochures to not misrepresent personnel or past accomplishments.
  • Engineer B Client Disclosure
    Continued use of an outdated brochure misrepresents current personnel to clients.
III.3.a board + analysis Engineers shall avoid the use of statements containing a material misrepresentation of fact or omitting a material fact.
How this applies in the case (showing 3 of 13)
Obligation
Engineer B Brochure Accuracy Duty
This provision prohibits material misrepresentation or omission of fact in statements
Action
Interim Brochure Distribution
The brochure contains material misrepresentations or omissions of fact
State
Stale Brochure Personnel Listing
Continuing to use a brochure listing a departed engineer omits a material fact about firm personnel
Obligation (3)
  • Engineer B Brochure Accuracy Duty
    This provision prohibits material misrepresentation or omission of fact in statements
  • Engineer B Pending Termination Disclosure Duty
    Failing to disclose pending termination to a client omits a material fact
  • Engineer B Brochure Cessation Duty
    Using outdated brochures after dismissal omits the material fact of termination
Action (2)
  • Interim Brochure Distribution
    The brochure contains material misrepresentations or omissions of fact
  • Post-Termination Brochure Use
    Using the same misleading brochure after termination continues the material misrepresentation
State (1)
  • Stale Brochure Personnel Listing
    Continuing to use a brochure listing a departed engineer omits a material fact about firm personnel
Constraint (1)
  • Engineer B Brochure Accuracy Bar
    Prohibits statements with material misrepresentation such as outdated employee listings
Principle (1)
  • Honesty in Firm Brochure Representation
    Continued use of the brochure omitted the material fact that Engineer A no longer worked there
Role (2)
  • Engineer B Principal Engineer
    He allowed distribution of a brochure omitting the material fact of Engineer A's termination
  • Prospective Clients of Engineer B
    They were exposed to statements omitting material facts about Engineer A's status
Resource (1)
  • NSPE Code of Ethics
    This provision addresses avoiding material misrepresentation in professional statements
Capability (2)
  • Engineer B Personnel Representation Accuracy
    Accurate personnel representation avoids material misrepresentation or omission of fact.
  • Engineer B Client Disclosure
    Failing to disclose the pending termination omits a material fact to prospective clients.
III.4.a board + analysis Engineers shall not, without the consent of all interested parties, promote or arrange for new employment or practice in connection with a specific project for which the engineer has gained particular and specialized knowledge.
How this applies in the case (showing 3 of 16)
Obligation
Engineer A Specialized Knowledge Disclosure Duty
This provision directly requires consent of interested parties before using specialized project knowledge for new employment
Action
Current Client Solicitation
Soliciting clients using specialized knowledge gained from the employer without consent violates this provision
State
Indeterminate Specialized Knowledge Solicitation
Soliciting new employment using specialized project knowledge without consent raises this exact concern
Obligation (1)
  • Engineer A Specialized Knowledge Disclosure Duty
    This provision directly requires consent of interested parties before using specialized project knowledge for new employment
Action (2)
  • Current Client Solicitation
    Soliciting clients using specialized knowledge gained from the employer without consent violates this provision
  • Continued Interim Employment
    Arranging new employment using project-specific knowledge without employer consent is prohibited
State (2)
  • Indeterminate Specialized Knowledge Solicitation
    Soliciting new employment using specialized project knowledge without consent raises this exact concern
  • Client Solicitation While Employed
    Arranging new employment via client contacts gained through specialized project knowledge fits this provision
Constraint (2)
  • Engineer A Client Solicitation Bar
    Prohibits arranging new employment involving clients without consent while still employed
  • Engineer A Questionable Competition Prohibition
    Prohibits using specialized project knowledge to compete without consent
Principle (2)
  • Loyalty in Client Solicitation While Employed
    Soliciting clients for new employment based on specialized knowledge gained without consent violates this provision
  • Loyalty of Engineer A to Employer
    Arranging new employment via clients gained through his position without employer consent breaches this duty
Role (2)
  • Engineer A Employee Engineer
    He arranged new employment involving clients from projects where he gained specialized knowledge without consent
  • Clients of Engineer B
    These were the interested parties whose consent was required before solicitation
Event (1)
  • Employment Termination
    Provision addresses using specialized knowledge from prior employment after termination without consent
Resource (2)
  • NSPE Code of Ethics
    This provision restricts using specialized project knowledge for new employment without consent
  • BER Case 77-11
    This case directly addresses engineers seeking work from former employer clients using specialized knowledge
Capability (2)
  • Engineer A Faithful Agency Recognition
    This provision restricts soliciting employment tied to specialized project knowledge without consent.
  • Engineer A Employer Disclosure
    Disclosure to the employer is necessary before soliciting clients tied to specialized project knowledge.
III.7 board + analysis Engineers shall not attempt to injure, maliciously or falsely, directly or indirectly, the professional reputation, prospects, practice, or employment of other engineers. Engineers who believe others are guilty of unethical or illegal practice shall present such information to the proper authority for action.
How this applies in the case (showing 3 of 8)
Obligation
Engineer A Faithful Agent Duty
Soliciting an employers clients could injure the employers professional reputation and practice
Action
Post-Termination Brochure Use
Misleading claims about past employer work could injure the former employer's professional reputation
State
Engineer B Termination Awareness
Knowledge of the termination could relate to protecting or injuring the professional reputation of the terminated engineer
Obligation (1)
  • Engineer A Faithful Agent Duty
    Soliciting an employers clients could injure the employers professional reputation and practice
Action (1)
  • Post-Termination Brochure Use
    Misleading claims about past employer work could injure the former employer's professional reputation
State (2)
  • Engineer B Termination Awareness
    Knowledge of the termination could relate to protecting or injuring the professional reputation of the terminated engineer
  • Lack Of Work At Firm B
    Reasons behind termination such as lack of work relate to whether reputation was fairly or unfairly affected
Constraint (1)
  • Engineer A Questionable Competition Prohibition
    Prohibits injuring employer's professional reputation or practice through questionable competitive methods
Role (1)
  • Engineer A Employee Engineer
    His actions in soliciting clients could injure Engineer B's professional reputation and practice
Resource (1)
  • NSPE Code of Ethics
    This provision prohibits maliciously injuring the professional reputation of other engineers
Capability (1)
  • Board Precedent Distinguishing
    The Board evaluates whether Engineer A's actions constituted an attempt to injure Engineer B's professional practice.
Cross-Case Connections
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Explicit Board-Cited Precedents 1 Lineage Graph

Cases explicitly cited by the Board in this opinion. These represent direct expert judgment about intertextual relevance.

Principle Established:

Engineers who leave a firm may ethically seek work from former clients of their previous employer generally, but may not use particular knowledge gained on specific projects while employed there; also, the Code does not give a firm the right to prevent other engineers from serving former clients of that firm.

Citation Context:

The Board cited this prior case, which held that engineers could ethically seek work from former clients of a previous employer but not use particular knowledge gained from specific projects, and then distinguished it because in the instant case Engineer A contacted current (not former) clients while still employed by Engineer B.

Relevant Excerpts
discussion: "In BER Case 77-11 , the Board ruled that four engineers who founded a new firm did not violate the Code of Ethics by generally seeking work from former clients of their previous employer, but were in violation of the Code with regard to projects for which they had particular knowledge while working for their former employer."
discussion: "Although at first glance the facts in Case 77-11 appear to be quite similar to the instant case, they are distinguishable on two very important points..."
discussion: "To the contrary, those were the facts of Case 77-11 and that case remains a proper interpretation of the Code."
discussion: "As we noted in Case 77-11 , "We have often held that (the Code) is not to be interpreted to give an engineer or firm a right to prevent other engineers from attempting to serve former clients of other firms.""
Implicit Similar Cases 10 Similarity Network

Cases sharing ontology classes or structural similarity. These connections arise from constrained extraction against a shared vocabulary.

Component Similarity 67% Facts Similarity 66% Discussion Similarity 72% Provision Overlap 17% Outcome Alignment 100% Tag Overlap 11%
Shared provisions: II.5.a Same outcome unethical View Synthesis
Component Similarity 65% Facts Similarity 67% Discussion Similarity 71% Provision Overlap 10% Outcome Alignment 100% Tag Overlap 20%
Shared provisions: III.4.a Same outcome unethical View Synthesis
Component Similarity 63% Facts Similarity 51% Discussion Similarity 63% Outcome Alignment 100% Tag Overlap 44%
Same outcome unethical View Synthesis
Component Similarity 52% Facts Similarity 47% Discussion Similarity 57% Provision Overlap 20% Outcome Alignment 100% Tag Overlap 36%
Shared provisions: II.5.a, III.7 Same outcome unethical View Synthesis
Component Similarity 65% Facts Similarity 60% Discussion Similarity 69% Outcome Alignment 100% Tag Overlap 33%
Same outcome unethical View Synthesis
Component Similarity 49% Facts Similarity 41% Discussion Similarity 55% Provision Overlap 25% Outcome Alignment 100% Tag Overlap 30%
Shared provisions: II.5.a, III.3.a Same outcome unethical View Synthesis
Component Similarity 58% Facts Similarity 44% Discussion Similarity 63% Provision Overlap 12% Outcome Alignment 100% Tag Overlap 18%
Shared provisions: III.7 Same outcome unethical View Synthesis
Component Similarity 57% Facts Similarity 50% Discussion Similarity 59% Provision Overlap 12% Outcome Alignment 100% Tag Overlap 18%
Shared provisions: III.3.a Same outcome unethical View Synthesis
Component Similarity 58% Facts Similarity 52% Discussion Similarity 57% Outcome Alignment 100% Tag Overlap 33%
Same outcome unethical View Synthesis
Component Similarity 54% Facts Similarity 59% Discussion Similarity 32% Provision Overlap 14% Outcome Alignment 100% Tag Overlap 12%
Shared provisions: II.5.a Same outcome unethical View Synthesis
Questions & Conclusions (3 board)
View Extraction
Board Board question 1

Was it ethical for Engineer A to notify clients of Engineer B that Engineer A was planning to start a firm and would appreciate being considered for future work while still in the employ of Engineer B?

Board conclusion It was unethical for Engineer A to notify clients of Engineer B that Engineer A was planning to start a firm and would appreciate being considered for work while still in the employ of Engineer B.
Resolved by: The board weighed Engineer A's interest in preparing for future competition against his ongoing faithful-agent duty and found the duty controlling because the employment relationship was still active. (confidence 0.85)
I.4. III.4.a. III.7. 3 principles 3 facts Conditions Narrative
Implicit (2)

Once Engineer B gave Engineer A formal notice of termination, did Engineer A's faithful-agent obligations to Engineer B diminish, or did full fidelity duties continue unchanged until the actual termination date?

AnalyticalThe Board's finding that Engineer A acted unethically implies that receipt of a termination notice does not diminish the faithful-agent duty owed to the employer; that duty remains fully intact until the actual termination date. This creates a bright-line rule: employment status, not notice status, is the operative trigger for when solicitation of an employer's clients becomes permissible. The several-month gap between notice and termination does not create a permissible gray zone for client solicitation, even though it may create ambiguity in other respects (e.g., brochure use).
Resolved by: The board treated the faithful-agent duty as non-negotiable during any period of formal employment, so the length or existence of a notice period could not be weighed against it. (confidence 0.75)
I.4. 2 principles 3 facts Conditions Narrative
AnalyticalRegarding Q101, the Board's reasoning implies that Engineer A's faithful-agent obligations did not diminish upon receipt of the termination notice. The notice period was not a state of reduced fidelity but rather a continuation of the employment relationship with full duties intact, since Engineer A continued to draw a salary and represent Engineer B's interests for several months. The unethical character of the solicitation stemmed precisely from this continued employment status, not from any residual loyalty owed only up to the notice date.
Resolved by: Loyalty to employer was treated as undiminished by the pending termination and thus outweighed Engineer A's interest in early competitive positioning during the paid notice period. (confidence 0.85)
I.4. 2 principles 3 facts Conditions Narrative

Should Engineer A have disclosed to Engineer B his intent to solicit clients and start a competing firm, rather than approaching clients without Engineer B's knowledge?

AnalyticalEngineer A's ethical failure was compounded by a lack of transparency toward Engineer B: rather than disclosing his intent to start a competing firm and seek permission or guidance on how to proceed, Engineer A unilaterally contacted clients without Engineer B's knowledge. A more ethical path would have been for Engineer A to inform Engineer B of his plans, allowing Engineer B to decide whether continued interim employment was appropriate given the conflict of interest. This suggests that the violation lies not merely in the act of solicitation itself, but in the covert manner in which it was undertaken while a faithful-agent relationship was still legally and ethically in effect.
Resolved by: The board weighed Engineer A's personal interest in securing future work against his employer's right to know of and respond to a conflict of interest, and found the disclosure obligation should have prevailed. (confidence 0.80)
I.4. III.4.a. 2 principles 3 facts Conditions Narrative
AnalyticalIn response to Q102, a more ethical course for Engineer A would have been to disclose his intentions to Engineer B directly, rather than covertly contacting clients. Such disclosure would have allowed Engineer B to make informed decisions about brochure use, client relationships, and the transition, and would have preserved the faithful-agent relationship instead of undermining it through undisclosed solicitation.
Resolved by: The Board favored transparency to the employer over covert self-interested action, finding that disclosure could have preserved the faithful-agent relationship without foreclosing Engineer A's future plans. (confidence 0.80)
I.4. III.4.a. 2 principles 3 facts Conditions Narrative
Principle tension (3)

How should Engineer A's Loyalty to Employer be balanced against his right to Proper Competition once he had already received notice that his employment was ending?

AnalyticalThe Board resolved the tension between Engineer A's Loyalty to Employer and his interest in Proper Competition by treating employment status, not the mere existence of a termination notice, as the operative dividing line. Receipt of a termination notice does not relax the faithful-agent duty owed to the current employer; solicitation of the employer's clients remains impermissible for as long as the employment relationship continues, even if its end date is already fixed. This establishes a bright-line prioritization: formal employment status trumps anticipated future competitive interests until the employment relationship actually ends.
Resolved by: The board prioritized the faithful-agent duty tied to formal employment status over Engineer A's interest in future competition, holding that a fixed future end date does not relax present loyalty obligations. (confidence 0.85)
I.4. III.4.a. III.7. 3 principles 3 facts Conditions Narrative

Does the Duty of Disclosure to Employer conflict with Engineer A's personal interest in securing future work by contacting clients before formally leaving the firm?

Is there a tension between Loyalty in Client Solicitation While Employed and the Client Right to Select Engineer, given that clients might benefit from knowing early about Engineer A's plans to start a new firm?

Theoretical (2)

From a deontological perspective, did Engineer A violate the duty of faithful agency owed to Engineer B by soliciting clients while still employed, regardless of whether any actual harm resulted?

AnalyticalIn response to Q301, from a deontological perspective Engineer A did violate the duty of faithful agency simply by soliciting clients while employed, irrespective of whether any client relationships were actually diverted or any measurable harm occurred. The duty of loyalty under Code provision I.4 is owed categorically during the employment relationship, making the act wrong in itself rather than wrong only if harmful consequences followed.
Resolved by: The board treated the categorical duty of loyalty under I.4 as overriding any mitigating force that the absence of proven harm might otherwise have on the wrongness of the act. (confidence 0.82)
I.4. 3 principles 3 facts Conditions Narrative

Did Engineer A act with professional integrity in continuing to work faithfully for Engineer B for several months after soliciting Engineer B's clients, given the tension between self-interest and loyalty owed to the employer?

AnalyticalRegarding Q304, Engineer A's continued faithful work for Engineer B for several months after soliciting clients does not redeem the earlier ethical violation; professional integrity is not restored retroactively by subsequent compliant behavior. The solicitation itself created an irreconcilable conflict between self-interest and loyalty at the moment it occurred, and this breach stands independently of Engineer A's later conduct.
Resolved by: The board treated the initial breach and the later faithful conduct as temporally and ethically distinct, refusing to let subsequent compliance offset or cure the earlier violation. (confidence 0.75)
I.4. 2 principles 3 facts Conditions Narrative
Counterfactual (1)

If Engineer A had waited until actual termination (rather than immediately after receiving notice) to contact Engineer B's clients about the new firm, would the Board still have found the solicitation unethical?

AnalyticalIn response to Q401, even if Engineer A had waited until actual termination to contact Engineer B's clients, the Board would likely still have found the solicitation unethical if it occurred using client information or relationships developed while employed, since the underlying concern is the use of the employer's client base for personal gain rather than the precise timing relative to the notice date. However, the ethical weight of the violation would likely have been considered less severe, since the ongoing faithful-agent relationship would have concluded.
Resolved by: The board weighed the reduced severity from the end of the active fidelity relationship against the persistent concern over using employer-derived client relationships for personal gain, concluding the latter still carries ethical weight, if diminished. (confidence 0.70)
I.4. III.4.a. III.7. 3 principles 3 facts Conditions Narrative
Board Board question 2

Was it ethical for Engineer B to distribute a brochure listing Engineer A as a key employee in view of the fact that Engineer B had given Engineer A a notice of termination?

Board conclusion It was not unethical for Engineer B to distribute a previously printed brochure listing Engineer A as a key employee provided Engineer B apprised the prospective client during the negotiation of Engineer A's pending termination.
Resolved by: The board balanced the honesty owed to prospective clients against the practical burden of reprinting materials, resolving it by requiring disclosure rather than requiring immediate withdrawal of the brochure. (confidence 0.80)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
Implicit (1)

Did Engineer B have an affirmative duty to update or withdraw the brochure promptly once notice of termination was given, rather than waiting until actual termination occurred?

AnalyticalThe contrast between the Board's permissive finding on brochure use during the notice period and its condemnation of continued use after actual termination reveals that the ethical distinction turns entirely on disclosure to prospective clients, not on the mere fact of a pending or completed personnel change. During the notice period, the brochure's listing of Engineer A was not itself misleading so long as Engineer B affirmatively informed prospective clients of the pending termination; after termination, no such disclosure could cure the inaccuracy, since the statement was now simply false rather than merely outdated. This implies Engineer B had an ongoing, escalating duty to correct the brochure's representations as facts changed, culminating in an affirmative obligation to cease distribution once termination became final.
Resolved by: Honesty in representation is satisfied by disclosure to prospective clients during the notice period but cannot be satisfied by disclosure alone once the fact of termination makes the brochure statement categorically false. (confidence 0.85)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
AnalyticalOn Q103, the Board's distinction between conclusions 2 and 3 implies an affirmative duty on Engineer B's part to eventually update or cease using the brochure, but this duty only ripened at actual termination, not at notice. During the notice period, Engineer B's obligation was satisfied through disclosure to prospective clients rather than immediate brochure withdrawal, reflecting a graduated rather than immediate compliance standard.
Resolved by: The duty to correct or withdraw the brochure was weighed against the practical burden of immediate revision, resolved by allowing disclosure to substitute for withdrawal until termination actually occurred. (confidence 0.80)
II.5.a. III.3.a. 2 principles 3 facts Conditions Narrative
Principle tension (1)

How should Honesty in Firm Brochure Representation be weighed against the Client Right to Select Engineer when a brochure lists a departing employee whose termination status is not disclosed?

AnalyticalThe tension between Honesty in Firm Brochure Representation and the Client Right to Select Engineer was resolved not by prohibiting continued use of pre-printed materials outright, but by conditioning permissible use on disclosure. As long as Engineer B affirmatively apprised prospective clients of Engineer A's pending termination during negotiations, the brochure's technically accurate-at-printing content did not become a material misrepresentation. This shows that in matters of professional representation, disclosure duties can cure an otherwise stale or misleading credential rather than requiring immediate destruction of legitimate marketing materials, so long as the underlying business relationship still technically exists.
Resolved by: The board resolved the conflict by allowing continued use of technically accurate materials so long as disclosure duties were affirmatively fulfilled, treating disclosure as a cure rather than requiring destruction of the brochure. (confidence 0.80)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
AnalyticalOnce Engineer A's employment actually ended, the same disclosure-based cure was no longer available and the balance shifted decisively toward Honesty in Firm Brochure Representation over any residual convenience to Engineer B. The case teaches that principle prioritization is not fixed in the abstract but is triggered by discrete factual events: the transition from 'employed-but-notified' to 'actually terminated' converts a permissible representation into an impermissible misrepresentation, imposing an affirmative Brochure Cessation Duty on the employer that did not exist during the notice period.
Resolved by: The board decisively favored honest representation over any residual convenience to Engineer B once actual termination removed the factual basis that had previously justified continued brochure use. (confidence 0.85)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
Theoretical (1)

Did Engineer B act with professional integrity by continuing to use a brochure listing a soon-to-be-terminated employee without disclosing the pending termination to prospective clients?

AnalyticalIn response to Q303, Engineer B acted with professional integrity during the notice period specifically because disclosure to prospective clients of Engineer A's pending termination cured what would otherwise have been a misrepresentation. Integrity in this context was preserved not by withdrawing the brochure but by supplementing it with truthful verbal or written disclosure, satisfying the substance of the accuracy requirement even though the printed materials remained technically outdated.
Resolved by: The board balanced the technical inaccuracy of the printed brochure against the curative effect of supplemental truthful disclosure, finding the latter sufficient to satisfy the substance of the accuracy requirement. (confidence 0.78)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
Counterfactual (1)

If Engineer B had disclosed Engineer A's pending termination to prospective clients while distributing the brochure during the notice period, would the Board's conclusion that this brochure use was not unethical still hold in the same form?

AnalyticalOn Q402, the Board's finding in conclusion 2 is explicitly conditioned on disclosure of Engineer A's pending termination; had Engineer B failed to disclose this fact while distributing the brochure, the Board's conclusion would very likely have mirrored conclusion 3, treating the omission as a misrepresentation of firm personnel akin to the post-termination brochure use.
Resolved by: The board treated affirmative disclosure of the pending termination as sufficient to preserve the accuracy principle even though the brochure listed a soon-departing employee, so honesty was satisfied through disclosure rather than through withdrawal of the brochure. (confidence 0.85)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
Board Board question 3

Was it ethical for Engineer B to distribute a brochure listing Engineer A as a key employee after Engineer A's actual termination?

Board conclusion It was unethical for Engineer B to distribute a brochure listing Engineer A as a key employee after Engineer A's actual termination.
Resolved by: The board weighed the administrative convenience of continuing to use existing brochures against the factual inaccuracy created by Engineer A's actual departure, finding the inaccuracy controlling. (confidence 0.85)
II.5.a. III.3.a. 2 principles 3 facts Conditions Narrative
Theoretical (1)

Did the continued distribution of the brochure listing Engineer A after his actual termination produce consequences (such as client deception about staffing) that outweighed any administrative convenience to Engineer B in not updating the materials?

AnalyticalOn Q302, the continued distribution of the brochure after actual termination produced a consequentialist harm distinct from any convenience Engineer B gained: prospective clients were misled about the firm's actual staffing and capabilities, since Engineer A no longer worked there. This misrepresentation directly implicates client decision-making about engineering services, and the resulting deception outweighs any administrative benefit of not having to reprint materials.
Resolved by: The board weighed the consequentialist harm of misleading prospective clients about actual staffing against the administrative convenience of not reprinting materials, finding the harm controlling. (confidence 0.80)
II.5.a. III.3.a. 2 principles 3 facts Conditions Narrative
Counterfactual (1)

If Engineer B had promptly updated or ceased distributing the brochure immediately upon Engineer A's actual termination, rather than continuing its use afterward, would the Board still have found Engineer B's conduct unethical?

AnalyticalRegarding Q403, had Engineer B promptly ceased or updated the brochure immediately upon Engineer A's actual termination, the Board would likely have found no ethical violation at all, since the core problem identified in conclusion 3 was the continued misrepresentation of firm personnel well after the factual basis for the listing had changed, not the initial printing or use of the brochure itself.
Resolved by: The board weighed the administrative convenience of continued brochure use against the accuracy owed to prospective clients and found convenience insufficient once the factual basis for the listing had lapsed, but only because Engineer B failed to act promptly. (confidence 0.85)
II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
Analytical questions (1)

Questions the analysis generates beyond the board’s explicit questions: implicit issues, principle tensions, theoretical framings, and counterfactuals. A question with an identified source board question appears nested under that question above.

Implicit (1)

Does the several-month gap between the termination notice and actual termination create an ambiguous period in which neither Engineer A's solicitation nor Engineer B's brochure use can be judged by ordinary employment-ethics standards?

AnalyticalRegarding Q104, the several-month gap does not create true ambiguity for ethical evaluation. The Board's differentiated conclusions show that ordinary standards remained fully applicable throughout: Engineer A's duty of fidelity continued unabated during the notice period, while Engineer B's duty regarding brochure accuracy shifted from a disclosure-based standard during the notice period to an absolute cessation standard after actual termination.
Resolved by: The Board rejected the claim of ambiguity by showing that ordinary fidelity and honesty standards could be applied consistently, simply yielding different obligations at different factual stages rather than a gap in ethical guidance. (confidence 0.75)
I.4. II.5.a. III.3.a. 3 principles 3 facts Conditions Narrative
Decisions & Arguments (5)
View Extraction

Should Engineer A disclose his plan to start a competing firm and solicit Engineer B's clients to Engineer B before contacting them, or proceed to contact clients without informing Engineer B?

Options considered:
O1 Inform Engineer B of the intent to start a competing firm and seek guidance before contacting any current clients. Board's choice
O2 Contact Engineer B's current clients directly about the new firm and future work while still employed, without informing Engineer B.
O3 Refrain from contacting Engineer B's clients until the employment relationship has formally ended, so the faithful agent obligation has concluded.
Argument structure (Toulmin):
Grounds

Engineer A had received a notice of termination for lack of work but remained employed and salaried; during this interim period he contacted current clients of Engineer B, announced plans to start his own firm, and asked to be considered for future work, all without telling Engineer B.

Warrant

An employee owes an undivided faithful agent duty of loyalty to the current employer for as long as the employment relationship continues, and an engineer seeking outside business opportunities that may compete with the employer must disclose such intentions to the employer before acting on them.

Rebuttal

Would not apply if Engineer A had disclosed his plans to Engineer B before contacting clients, or if he had waited until after actual termination to solicit them, since the faithful agent relationship would then have ended.

Engineer A Employer Disclosure Duty

If Engineer A sought work involving particular and specialized knowledge gained while employed by Engineer B, should he make full disclosure to Engineer B before pursuing that work, or proceed without disclosure?

Options considered:
O1 Make full disclosure to Engineer B before pursuing any work that draws on particular and specialized knowledge gained during employment. Board's choice
O2 Proceed to seek such work without informing Engineer B, treating the knowledge as personal professional skill rather than employer-derived information.
O3 Consult NSPE or a professional ethics resource to determine whether disclosure is required given ambiguity about what constitutes specialized knowledge in this context.
Argument structure (Toulmin):
Grounds

The case record does not establish whether Engineer A actually sought work tied to specialized knowledge acquired during his employment with Engineer B.

Warrant

An engineer must not use knowledge or client relationships gained through employment to compete against a former employer without first making full disclosure of the intended use of that knowledge.

Rebuttal

Would not apply if Engineer A did not in fact seek work connected to specialized knowledge gained at Engineer B's firm, since no disclosure obligation would then be triggered.

Engineer A Specialized Knowledge Disclosure Duty

During the notice period before Engineer A's actual termination, should Engineer B continue distributing the brochure listing Engineer A while disclosing his pending termination to prospective clients, or withdraw the brochure immediately upon giving notice?

Options considered:
O1 Continue using the existing brochure but inform prospective clients during negotiations that Engineer A's employment is ending. Board's choice
O2 Stop distributing the brochure entirely as soon as Engineer A receives his termination notice, even though he remains employed.
O3 Keep distributing the brochure unchanged without informing prospective clients of the pending termination.
Argument structure (Toulmin):
Grounds

Engineer B had given Engineer A notice of termination for lack of work but continued to employ him for several months, during which Engineer B continued distributing a previously printed brochure listing Engineer A as a key employee to prospective clients.

Warrant

Engineers must ensure promotional materials accurately represent the firm's personnel; this duty of accuracy can be satisfied through affirmative disclosure of material personnel changes rather than immediate destruction of otherwise legitimate materials, provided clients are not misled.

Rebuttal

Would not apply if Engineer B failed to disclose the pending termination to prospective clients, or if updating the brochure was practicable and was unreasonably delayed, in which case continued distribution would constitute a misrepresentation.

Engineer B Pending Termination Disclosure Duty

After Engineer A's actual termination, should Engineer B immediately cease distributing the brochure listing him as a key employee, or continue using existing brochure stock until it is naturally replaced?

Options considered:
O1 Stop distributing the brochure the moment Engineer A's termination becomes final, pending reprinting with corrected personnel. Board's choice
O2 Keep distributing already-printed brochures listing Engineer A until the stock runs out or a scheduled reprint occurs, treating this as ordinary administrative practice.
O3 Keep using the outdated brochure but supplement it with verbal disclosure of Engineer A's departure, similar to the notice-period practice.
Argument structure (Toulmin):
Grounds

Engineer A was formally terminated, and Engineer B continued to distribute the same brochure listing him as a key employee well after the termination had become final, without correction or disclosure to prospective clients.

Warrant

Engineers must accurately represent the firm's personnel in promotional materials distributed to prospective clients; once a listed employee has actually left the firm, continued use of materials naming that employee constitutes a misrepresentation that must be corrected.

Rebuttal

Would not apply if Engineer B lacked actual knowledge that the specific brochures still listed Engineer A, or if corrective action was already underway and reasonably prompt.

Engineer B Brochure Cessation Duty

Should Engineer A treat his employment as fully binding on his loyalty until actual termination, or treat the termination notice itself as sufficient to relax his obligations and permit earlier client solicitation?

Options considered:
O1 Continue to act as a faithful agent of Engineer B, refraining from soliciting clients, for the entire duration of formal employment including the notice period. Board's choice
O2 Treat receipt of the termination notice as sufficient to relax loyalty obligations, permitting client solicitation during the interim period.
O3 Approach Engineer B to negotiate a mutually agreed reduction or reassignment of duties during the notice period that would permit earlier competitive activity.
Argument structure (Toulmin):
Grounds

Engineer B gave Engineer A notice of termination for lack of work, but Engineer A continued to be employed and paid for several months afterward, during which he contacted current clients about his new firm.

Warrant

A notice of termination does not itself end the employment relationship; the faithful-agent duty of loyalty continues in full for as long as the employee remains formally employed and compensated.

Rebuttal

Would not apply if the termination notice were treated by both parties as immediately ending the substantive employment relationship, or if Engineer B had released Engineer A from ongoing duties during the notice period.

Engineer A Employer Disclosure Duty
Event Timeline (8)
8 sequenced 6 actions 2 events
Case timeline
A lack of work arose at Engineer B's firm, creating the business condition that prompted Engineer B to give Engineer A notice of termination.
State changes (1)
  • began: Lack Of Work At Firm B
Engineer B notified Engineer A that employment would be terminated because of lack of work.
Causal-normative reasoning(confidence 0.70)
Though the termination notification itself fulfills and violates nothing, it is the triggering event that sets in motion both the legitimate employment termination and Engineer A's subsequent solicitation of current clients, making it the causal hinge on which the later violations depend.
State changes (1)
  • began: Engineer B Termination Awareness
While still employed by Engineer B, Engineer A contacted Engineer B's current clients announcing plans to start a new engineering firm and asking to be considered for future work.
At stake (2)
  • Act as Faithful Agent and Trustee (Section I.4)
  • Avoid Questionable Methods of Competition (Section III.7)
Causal-normative reasoning(confidence 0.65)
Although not itself tagged with a violation, the solicitation of current clients immediately following termination notice is the direct cause of the Section I.4 breach of faithful agency, showing that the wrongdoing lies less in the bare act than in its foreseeable disloyal consequence.
State changes (1)
  • began: Undisclosed Solicitation While Employed
Engineer A did not inform Engineer B of the promotional activity directed at Engineer B's current clients, an omission the Board treats as a breach of the duty to disclose.
Violates (3)
  • Act as Faithful Agent and Trustee (Section I.4)
  • Duty of Disclosure to All Interested Parties (Section III.4.a)
  • Avoid Questionable Methods of Competition (Section III.7)
Causal-normative reasoning(confidence 0.80)
Failing to disclose competing activity to the employer simultaneously breaches the duty of faithful agency, the duty of disclosure to interested parties, and the prohibition on questionable competition, because concealment allowed Engineer A to compete unfairly while still drawing on the employer's trust and resources.
During the interim period after the termination notice, Engineer B distributed a previously printed brochure listing Engineer A as a key employee without informing prospective clients of the pending termination.
At stake (1)
  • Not Misrepresent Pertinent Facts in Brochures (Section II.5.a)
Violates (1)
  • Inform Prospective Clients of Pending Termination
Causal-normative reasoning(confidence 0.75)
Distributing brochures during the interim period violates the duty to inform prospective clients of the pending termination, and this omission causally misleads potential clients about Engineer A's true availability, a deception that later matures into the Section II.5.a misrepresentation violation once the brochures are used post-termination.
Engineer A chose to continue working for Engineer B for several additional months after the termination notice while simultaneously engaging in undisclosed promotional activity.
Violates (1)
  • Act as Faithful Agent and Trustee (Section I.4)
Causal-normative reasoning(confidence 0.75)
Remaining employed during the interim while secretly pursuing competing interests compounds the breach of faithful agency, since continued access to the employer's clients and resources under false pretenses directly enables the disloyal solicitation and nondisclosure that follow.
State changes (1)
  • began: Post Notice Continued Employment
Engineer A's employment with Engineer B actually ended several months after the November termination notice, formally dismissing Engineer A from the firm.
Engineer B continued to use the brochure containing Engineer A's name well after Engineer A had actually been terminated, misrepresenting the firm's current personnel.
Violates (3)
  • Not Misrepresent Pertinent Facts in Brochures (Section II.5.a)
  • Avoid Misleading Statements (Section III.3.a)
  • Cease Using Brochure After Termination
Causal-normative reasoning(confidence 0.85)
Because Engineer B continued distributing the brochure after Engineer A's termination, the outdated materials misrepresented Engineer A's continued association with the firm, which directly caused clients to be misled about pertinent facts and thus violated the prohibitions on misrepresentation, misleading statements, and the specific duty to cease using the brochure once termination had occurred.
Narrative (2 main characters)
View Extraction
Opening Context

Written in second person from the engineer's point of view, so you read the case as the professional experienced it. Underlined names link to the character's profile below.

You are Engineer A, a licensed engineer who has been employed at Engineer B's firm. On November 15, 1982, Engineer B informed you that your employment would be terminated due to a lack of available work. Rather than leaving immediately, you continued working at the firm for several additional months following that notice. During this period, you contacted clients of Engineer B directly, informing them of your plans to start your own engineering firm and asking to be considered for future projects. At the same time, Engineer B has continued distributing a previously printed company brochure that lists you as one of the firm's key employees, a brochure that remains in circulation even as your departure approaches and afterward. Your specialized knowledge and client relationships were developed largely through your work under Engineer B's supervision. You must now navigate the professional and ethical questions raised by your actions during this notice period, as well as the appropriateness of Engineer B's continued use of your name and credentials.

Main characters (2)

Each card shows the roles a person holds and the tensions those roles raise for them. A single person may carry several roles in the case, and a tension between obligations can implicate more than one person at once. Click Show all tensions for the full list.

Engineer A Roles in this case: Employee EngineerFaithful Agent Employee

Guided by: Loyalty in Client Solicitation While Employed, Loyalty of Engineer A to Employer, Duty of Disclosure to Employer

Engineer A's duty to act as a faithful agent to a new employer may involve pursuing business opportunities and relationships that overlap with clients previously served through Engineer B's firm. This creates tension with the constraint barring Engineer A from soliciting those clients, since diligent service to the new employer can look indistinguishable from improper client poaching.

Attaches to role: Employee Engineer

Engineer A is expected to disclose specialized knowledge relevant to new projects or clients, but some of that knowledge may have been gained through prior work for Engineer B's firm. Fulfilling the disclosure duty risks crossing into use of proprietary information that Engineer A is limited from exploiting, forcing a judgment call about what can be shared without breaching confidentiality obligations.

Attaches to role: Employee Engineer
Engineer B Roles in this case: Principal EngineerEmployer

Engineer A's duty to act as a faithful agent to a new employer may involve pursuing business opportunities and relationships that overlap with clients previously served through Engineer B's firm. This creates tension with the constraint barring Engineer A from soliciting those clients, since diligent service to the new employer can look indistinguishable from improper client poaching.

Attaches to role: Employer

Engineer A is expected to disclose specialized knowledge relevant to new projects or clients, but some of that knowledge may have been gained through prior work for Engineer B's firm. Fulfilling the disclosure duty risks crossing into use of proprietary information that Engineer A is limited from exploiting, forcing a judgment call about what can be shared without breaching confidentiality obligations.

Attaches to role: Employer

Engineer B faces a timing conflict between promptly disclosing a pending termination or departure to current and prospective clients, which protects their ability to make informed decisions, and the practical duty to cease distributing an outdated brochure. Delaying brochure withdrawal while the firm arranges a replacement or transition can mean clients continue to rely on materials that no longer accurately reflect the firm's personnel, even after disclosure has technically occurred.

Attaches to role: Principal Engineer

Other people involved in the case but not central to the opening narrative.

Engineer A's duty to act as a faithful agent to a new employer may involve pursuing business opportunities and relationships that overlap with clients previously served through Engineer B's firm. This creates tension with the constraint barring Engineer A from soliciting those clients, since diligent service to the new employer can look indistinguishable from improper client poaching.

Engineer A is expected to disclose specialized knowledge relevant to new projects or clients, but some of that knowledge may have been gained through prior work for Engineer B's firm. Fulfilling the disclosure duty risks crossing into use of proprietary information that Engineer A is limited from exploiting, forcing a judgment call about what can be shared without breaching confidentiality obligations.

Engineer B faces a timing conflict between promptly disclosing a pending termination or departure to current and prospective clients, which protects their ability to make informed decisions, and the practical duty to cease distributing an outdated brochure. Delaying brochure withdrawal while the firm arranges a replacement or transition can mean clients continue to rely on materials that no longer accurately reflect the firm's personnel, even after disclosure has technically occurred.

Engineer B faces a timing conflict between promptly disclosing a pending termination or departure to current and prospective clients, which protects their ability to make informed decisions, and the practical duty to cease distributing an outdated brochure. Delaying brochure withdrawal while the firm arranges a replacement or transition can mean clients continue to rely on materials that no longer accurately reflect the firm's personnel, even after disclosure has technically occurred.

The Board’s deliberation

How the Board of Ethical Review resolved the case, verbatim from its published conclusions.

It was unethical for Engineer A to notify clients of Engineer B that Engineer A was planning to start a firm and would appreciate being considered for work while still in the employ of Engineer B.
It was not unethical for Engineer B to distribute a previously printed brochure listing Engineer A as a key employee provided Engineer B apprised the prospective client during the negotiation of Engineer A's pending termination.
It was unethical for Engineer B to distribute a brochure listing Engineer A as a key employee after Engineer A's actual termination.
Opening States (8)
Post Notice Continued Employment Client Solicitation While Employed Lack Of Work At Firm B Undisclosed Solicitation While Employed Engineer B Termination Awareness Novel Ethical Question Before Board Indeterminate Specialized Knowledge Solicitation Stale Brochure Personnel Listing
Summary
  • An engineer who is still employed by a firm owes that firm undivided loyalty and may not solicit its clients for a future competing venture while the employment relationship remains active.
  • The duty of faithful agency requires a clear separation between preparing to leave a firm and actively courting its clients, since the latter crosses from permissible planning into improper competition.
  • Departing engineers must wait until their employment ends before contacting former clients about future work, even if their new business will legitimately draw on skills and relationships developed at the prior firm.

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