Step 4: Full View

Entities, provisions, decisions, and narrative

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Pipeline Steps
Overview
1 Contextual Framework
2 Normative Requirements
3 Temporal Dynamics Reconcile
4 Whole-Case Synthesis
Extraction Review Full View
Provenance
Conflict Of Interest - Duty of Loyalty of Terminated Employed Engineer to Employer - Misleading Brochure
Step 4 of 5
Entity Review

323

Entities

5

Provisions

1

Precedents

19

Questions

31

Conclusions

Oscillation

Transformation
Oscillation Duties shift back and forth between parties over time
Responsibility cycles between Engineer A and Engineer B across three temporally distinct phases: (1) during the notice period, Engineer A holds primary ethical obligation to refrain from covert client solicitation and to disclose competitive activity, while Engineer B holds a conditional accuracy obligation dischargeable through oral disclosure; (2) at and after actual termination, the dominant ethical burden shifts to Engineer B, who bears an absolute prohibition on continued brochure distribution, while Engineer A simultaneously acquires a reciprocal affirmative duty to correct the misrepresentation of Engineer A's own professional identity; (3) in the post-departure competitive marketplace, the obligation structure reverses again, with Engineer A becoming free to solicit former clients while Engineer B remains bound by the honesty prohibition. The cycle is not merely sequential but genuinely oscillatory because the Board's graduated hierarchy means that as one party's obligation intensifies, the other party's obligation correspondingly modulates, and the duties of each party are defined relationally against the phase-specific duties of the other.
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Entity Types
Synthesis Reasoning Flow
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)
Edges:
→ informs → answered by → applies to
Provisions (5)
View Extraction
I.4. Act for each employer or client as faithful agents or trustees.
How this applies in the case (showing 3 of 41)
Obligation
Engineer A Faithful Agent Notice-Period Boundary
I.4 directly requires acting as a faithful agent, which is the core duty described in this obligation.
Action
Brochure Distribution During Notice Period
Distributing a misleading brochure while still employed violates the duty to act as a faithful agent to the employer.
State
Engineer A Pending Termination Active Employment
Engineer A owes faithful agent duties to Engineer B's firm during active employment regardless of pending termination.
Obligation (6)
  • Engineer A Faithful Agent Notice-Period Boundary
    I.4 directly requires acting as a faithful agent, which is the core duty described in this obligation.
  • Engineer A Faithful Agent Duty During Notice Period BER-82
    I.4 mandates faithful agent conduct, which is the precise duty this obligation imposes on Engineer A during the notice period.
  • Engineer A Current-Client Covert Solicitation During Active Employment Prohibition BER-82
    I.4 requires acting as a faithful agent, which prohibits covertly soliciting the employer's clients while still employed.
  • Engineer A Pre-Departure Competitive Solicitation Employer Disclosure BER-82
    I.4 faithful agent duty requires transparency with the employer, supporting the disclosure obligation during active employment.
  • Engineer A Questionable Competition Methods Covert Solicitation BER-82
    I.4 faithful agent duty is violated by using questionable covert solicitation methods against the employer's interests.
  • Engineer A Tripartite Interest Balancing Departure Conduct
    I.4 faithful agent duty is one of the interests Engineer A must balance when evaluating departure-related conduct.
Action (3)
  • Brochure Distribution During Notice Period
    Distributing a misleading brochure while still employed violates the duty to act as a faithful agent to the employer.
  • Current Client Solicitation
    Soliciting the employer's current clients during the notice period breaches the duty of loyalty owed to the employer.
  • Proprietary Knowledge Use Decision
    Using knowledge gained through employment to benefit oneself at the employer's expense violates the faithful agent obligation.
State (5)
  • Engineer A Pending Termination Active Employment
    Engineer A owes faithful agent duties to Engineer B's firm during active employment regardless of pending termination.
  • Engineer A Active Client Solicitation During Continued Employment
    Soliciting Engineer B's clients while still employed violates the duty to act as a faithful agent to the employer.
  • Engineer A Covert Current-Client Solicitation While Employed
    Covert solicitation of the employer's clients during employment directly breaches the faithful agent obligation.
  • Engineer A Pending Termination Notice Active Employment Continuation
    During the notice period Engineer A remains employed and thus bound by the faithful agent duty to Engineer B.
  • Engineer A Insider Client Knowledge Competitive Advantage
    Using privileged client knowledge gained as an employee to compete against the employer violates the faithful agent duty.
Constraint (6)
  • Engineer A Current-Client Covert Solicitation While Employed Faithful Agent Prohibition BER-82
    I.4 directly creates the faithful agent duty that Engineer A violated by covertly soliciting clients while still employed and compensated by Engineer B.
  • Engineer A Faithful Agent Duty of Loyalty Good Faith Disclosure Notice Period BER-82
    I.4 is the explicit source of the faithful agent duty constraining Engineer A to loyalty, good faith, and disclosure during the notice period.
  • Engineer A Faithful Agent Notice-Period Active Solicitation Ethical Boundary
    I.4 establishes the faithful agent obligation that defines the ethical boundary against active solicitation during the notice period.
  • Engineer A Improper Competitive Method Active Solicitation During Employment
    I.4 underpins the constraint that active solicitation of clients while still employed and receiving compensation violates the faithful agent duty.
  • Engineer A Tripartite Departure Interest Balancing Solicitation Conduct Assessment
    I.4 provides one of the key obligations weighed in the tripartite framework assessing Engineer A's solicitation conduct during the notice period.
  • Engineer A Three-Party Departure Interest Balancing Competitive Conduct BER-82
    I.4 is a foundational provision in the tripartite balancing framework governing Engineer A's departure-related competitive conduct.
Principle (6)
  • Faithful Agent Trustee Duty Invoked Against Engineer A Current Client Solicitation
    I.4 directly establishes the faithful agent/trustee duty that Engineer A violated by soliciting Engineer B's clients while still employed.
  • Loyalty Principle Invoked Against Engineer A Pre-Departure Conduct
    I.4 embodies the loyalty obligation that Engineer A owed to Engineer B as employer during the notice period.
  • Loyalty Obligation Tension in Engineer A Pre-Departure Solicitation
    I.4 is the source of the tension between Engineer A's faithful agent duty and pre-departure solicitation activities.
  • Employer Disclosure Duty in Competitive Pre-Departure Solicitation Applied to Engineer A
    I.4 requires acting as a faithful agent, which includes disclosing competitive solicitation activities to the employer.
  • Current-Client Solicitation During Active Employment Prohibition Applied to Engineer A
    I.4 underpins the prohibition on Engineer A soliciting current clients while still bound by the faithful agent duty.
  • Pre-Departure Promotional Negotiation Prohibition Boundary Applied to Engineer A Solicitation
    I.4 establishes the faithful agent standard against which Engineer A's pre-departure solicitation boundary is assessed.
Role (3)
  • Engineer A Pre-Departure Client-Soliciting Termination-Notified Engineer
    Engineer A's duty to act as a faithful agent to Engineer B was violated when he solicited Engineer B's clients during the notice period.
  • Engineer B Brochure-Misrepresenting Terminating Employer
    Engineer B's duty to act faithfully toward clients was compromised by distributing brochures misrepresenting Engineer A's status as a key employee.
  • Engineer B Brochure-Misrepresenting Terminating Employer Engineer
    Engineer B's obligation to act as a faithful agent to clients was undermined by continuing to list Engineer A in brochures after termination.
Event (3)
  • Employment Termination Notice Received
    The duty of loyalty as a faithful agent begins to be tested once the engineer receives notice of termination.
  • Interim Employment Period Begins
    During the interim period the engineer still owes faithful agent duties to the current employer.
  • Client Relationship Access Established
    Using employer client relationships for personal gain violates the duty to act as a faithful agent or trustee.
Resource (4)
  • NSPE-Code-Section-I.4
    This provision is directly instantiated by this entity, which invokes it to establish Engineer A's duty of loyalty and good faith to employer Engineer B.
  • Agent-Trustee-Loyalty-Obligation-Standard-Instance
    This provision's faithful agent and trustee language is the interpretive basis for the agent-trustee obligation standard applied to Engineer A.
  • Engineer-Confidentiality-Loyalty-Obligation-Standard-Instance
    This provision grounds the loyalty and confidentiality obligations evaluated when assessing whether Engineer A misused client information gained during employment.
  • Engineer-Departure-and-Competition-Ethics-Standard-Instance
    This provision underlies the balance between Engineer A's right to compete and obligations as a faithful agent to current employer Engineer B.
Capability (5)
  • Engineer A Notice-Period Faithful Agent Continued Performance Boundary Maintenance
    This provision directly requires faithful agent conduct, which is the core obligation Engineer A needed to maintain during the notice period.
  • Engineer A Tripartite Departure Conduct Interest Balancing
    Acting as a faithful agent requires balancing employer interests against personal interests during departure, which is what this capability addresses.
  • Engineer A At-Will Employment Reciprocity Ethical Boundary Recognition
    The faithful agent duty persists regardless of at-will employment status, making this provision directly relevant to recognizing that boundary.
  • Engineer A No-Compete Agreement Absence Ethical Obligation Persistence Recognition
    The faithful agent obligation under I.4 persists even without a formal no-compete agreement, which is precisely what this capability addresses.
  • Engineer A Employer-Initiated Termination Notice Client Solicitation Timing Permissibility Assessment
    Faithful agent duty governs whether soliciting clients immediately upon receiving termination notice is permissible conduct toward the employer.
II.5.a. 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 74)
Obligation
Engineer B Marketing Material Ongoing Accuracy and Currency Maintenance
II.5.a prohibits misrepresentation in brochures, directly requiring ongoing accuracy of marketing materials.
Action
Brochure Distribution During Notice Period
The brochure misrepresents qualifications or past accomplishments in soliciting employment, directly violating this provision.
State
Engineer B Post-Termination Brochure Continued Use
Continuing to distribute brochures listing Engineer A as a key employee after termination misrepresents Engineer B's personnel to prospective clients.
Obligation (18)
  • Engineer B Marketing Material Ongoing Accuracy and Currency Maintenance
    II.5.a prohibits misrepresentation in brochures, directly requiring ongoing accuracy of marketing materials.
  • Engineer B Inadvertent Brochure Inaccuracy Non-Condoning Expeditious Correction
    II.5.a prohibits brochure misrepresentation of pertinent facts, requiring expeditious correction of inaccurate personnel listings.
  • Engineer B Key Employee Brochure Listing Prospective Client Non-Misleading
    II.5.a explicitly prohibits brochures from misrepresenting pertinent facts concerning employees, directly governing key employee listings.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure
    II.5.a establishes the pertinent fact misrepresentation standard that forms the basis of this dual-element test obligation.
  • Engineer B Errata Sheet Low-Cost Correction Mechanism Utilization
    II.5.a prohibition on brochure misrepresentation supports the obligation to use available correction mechanisms to eliminate false impressions.
  • Engineer B Expeditious Marketing Material Error Correction Upon Actual Knowledge
    II.5.a prohibits brochure misrepresentation, requiring expeditious correction once Engineer B has actual knowledge of the inaccuracy.
  • Engineer B Printed Marketing Material Proactive Accuracy Assurance
    II.5.a directly prohibits misrepresentation in brochures, grounding the proactive accuracy assurance obligation.
  • Engineer B Firm Principal Post-Departure Personnel Listing Correction
    II.5.a prohibits misrepresenting employees in brochures, requiring removal of departed personnel from marketing materials.
  • Engineer B Case-by-Case Brochure Misrepresentation Pertinence Assessment
    II.5.a pertinent fact standard requires case-by-case assessment of whether continued listing constitutes prohibited misrepresentation.
  • Engineer B Notice-Period Key-Employee Brochure Heightened Disclosure
    II.5.a prohibits brochure misrepresentation of employee facts, requiring affirmative disclosure steps during the notice period.
  • Engineer B Post-Actual-Termination Brochure Personnel Listing Prohibition
    II.5.a directly prohibits misrepresenting employees in brochures, making post-termination listing of Engineer A impermissible.
  • Engineer A Departing Engineer Former Employer Client Solicitation Honesty
    II.5.a prohibits misrepresentation of pertinent facts in solicitation materials, directly governing Engineer A's honest solicitation conduct.
  • Engineer A Departed Engineer Firm Brochure Credential Misuse Correction
    II.5.a prohibits brochure misrepresentation of employee qualifications, supporting Engineer A's obligation to correct misuse of his credentials.
  • Engineer B Post-Actual-Departure Brochure Cessation Absolute BER-82
    II.5.a prohibits brochures from misrepresenting pertinent facts about employees, making continued listing after departure absolutely prohibited.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure BER-82
    II.5.a establishes the pertinent fact misrepresentation standard that this obligation requires Engineer B to satisfy.
  • Engineer B Printed Marketing Material Proactive Accuracy Assurance BER-82
    II.5.a prohibition on brochure misrepresentation directly grounds the proactive accuracy assurance obligation for printed materials.
  • Engineer A Departed Engineer Firm Brochure Credential Misuse Correction BER-82
    II.5.a prohibits misrepresentation of employee facts in brochures, supporting Engineer A's obligation to correct credential misuse.
  • Engineer B Notice-Period Active-Negotiation Key-Employee Departure Disclosure BER-82
    II.5.a prohibits misrepresenting pertinent facts about employees in solicitation contexts, requiring disclosure during active negotiations.
Action (2)
  • Brochure Distribution During Notice Period
    The brochure misrepresents qualifications or past accomplishments in soliciting employment, directly violating this provision.
  • Post-Termination Brochure Continuation
    Continuing to distribute a misleading brochure after termination still constitutes misrepresentation in solicitation materials.
State (5)
  • Engineer B Post-Termination Brochure Continued Use
    Continuing to distribute brochures listing Engineer A as a key employee after termination misrepresents Engineer B's personnel to prospective clients.
  • Engineer B Pre-Termination Brochure Distribution During Notice Period
    Distributing brochures naming Engineer A during the notice period without disclosing impending departure may misrepresent pertinent facts about employees.
  • Engineer B Brochure Intent-Differentiated Misrepresentation Assessment
    The two-prong assessment directly evaluates whether the brochure constitutes a misrepresentation of pertinent facts concerning employees under this provision.
  • Engineer B Post-Departure Brochure Continued Use
    Using a brochure that names a departed engineer as a current employee misrepresents pertinent facts about the firm's personnel in solicitation materials.
  • Engineer B Interim Negotiation Pending-Departure Disclosure Obligation
    Failing to disclose Engineer A's pending departure during active negotiations may constitute omission of pertinent facts in solicitation contexts.
Constraint (14)
  • Engineer B Post-Departure Key Employee Brochure Distribution Absolute Prohibition
    II.5.a directly prohibits misrepresentation of personnel in brochures, making post-departure distribution listing Engineer A as key employee a clear violation.
  • Engineer B Notice-Period Brochure Prospective Client Pending Departure Disclosure
    II.5.a requires brochures not misrepresent pertinent facts, creating the obligation to disclose Engineer A's pending departure to prospective clients during the notice period.
  • Engineer B Marketing Material Accuracy Currency Maintenance Obligation
    II.5.a requires brochures to accurately represent personnel, directly creating the obligation to maintain current and accurate marketing materials.
  • Engineer B Errata Sheet Low-Cost Correction Mechanism Deployment
    II.5.a's prohibition on misrepresentation in brochures creates the obligation to deploy correction mechanisms such as errata sheets to remedy inaccuracies.
  • Engineer B Inadvertent Brochure Inaccuracy Expeditious Correction Non-Condoning
    II.5.a's prohibition on brochure misrepresentation applies regardless of intent, requiring expeditious correction even of inadvertent inaccuracies.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure Assessment
    II.5.a is the direct source of the two-element pertinent fact misrepresentation test applied to Engineer B's continued brochure distribution.
  • Engineer B Key Employee Status Materiality Threshold Brochure Listing Assessment
    II.5.a's pertinent fact standard creates the materiality threshold that determines whether listing Engineer A as a key employee constitutes a violation.
  • Engineer B BER Intent-Differentiated Misrepresentation Severity Calibration
    II.5.a's misrepresentation prohibition is the provision whose violation severity is calibrated based on Engineer B's degree of intent.
  • Engineer B Logistical Difficulty Non-Excuse Brochure Correction Delay
    II.5.a's prohibition on brochure misrepresentation means logistical difficulty cannot excuse indefinite delay in correcting inaccurate personnel listings.
  • Engineer A Departing Engineer Client Solicitation Honesty Non-Disparagement
    II.5.a requires honest representation in solicitation brochures, directly constraining Engineer A to avoid misrepresentation of Engineer B's capabilities during client solicitation.
  • Engineer B Post-Actual-Departure Brochure Cessation Absolute BER-82
    II.5.a's prohibition on misrepresenting personnel in brochures creates the absolute prohibition on distributing brochures listing Engineer A after actual departure.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure Personnel Listing BER-82
    II.5.a is the direct textual source of the two-prong misrepresentation test applied to Engineer B's brochure personnel listing.
  • Engineer B Marketing Material Accuracy Currency Maintenance Notice Period BER-82
    II.5.a's requirement that brochures not misrepresent pertinent facts creates the obligation to maintain accurate personnel listings during the notice period.
  • Engineer B Errata Sheet Low-Cost Correction Mechanism Notice Period BER-82
    II.5.a's brochure accuracy requirement creates the obligation to deploy low-cost correction mechanisms during the notice period to remedy inaccurate listings.
Principle (11)
  • Honesty in Professional Representations Violated by Engineer B Brochure
    II.5.a explicitly prohibits misrepresentation in brochures incident to solicitation of employment, directly applicable to Engineer B's continued brochure distribution.
  • Brochure Personnel Currency Disclosure Obligation Violated by Engineer B
    II.5.a requires that brochures not misrepresent pertinent facts concerning employees, obligating Engineer B to update personnel listings.
  • Pertinent Fact Misrepresentation Dual-Element Test Applied to Engineer B Brochure
    II.5.a's prohibition on misrepresenting pertinent facts in brochures is the basis for the dual-element test applied to Engineer B's brochure.
  • Post-Actual-Termination Brochure Continued Use Absolute Prohibition Applied to Engineer B
    II.5.a directly prohibits the misrepresentation of associates in solicitation brochures, making Engineer B's post-termination brochure use an absolute violation.
  • Proactive Marketing Material Accuracy Obligation Applied to Engineer B
    II.5.a imposes an affirmative obligation to ensure brochures do not misrepresent pertinent facts, requiring proactive correction measures.
  • Expeditious Correction Obligation Violated by Engineer B Post-Actual-Termination
    II.5.a's prohibition on brochure misrepresentation implies an obligation to expeditiously correct inaccurate personnel listings once known.
  • Pertinent Fact Misrepresentation Intent-and-Purpose Dual-Element Test Applied to Engineer B Brochure
    II.5.a's specific reference to pertinent facts in brochures forms the basis for assessing both intent and purpose of Engineer B's continued distribution.
  • Brochure Personnel Currency Disclosure During Active Negotiation Obligation Applied to Engineer B Notice Period
    II.5.a requires accurate brochure representations during solicitation, obligating Engineer B to disclose Engineer A's changed status during active negotiations.
  • Departed Engineer Credential Misuse Correction Obligation Applied to Engineer A
    II.5.a's prohibition on misrepresentation of associates' qualifications creates an obligation for Engineer A to ensure Engineer B corrects the brochure.
  • Notice-Period Brochure Distribution Conditional Permissibility Applied to Engineer B
    II.5.a governs whether Engineer B's brochure distribution during the notice period constitutes a misrepresentation of pertinent facts about employees.
  • Honesty Principle Invoked Against Engineer B Brochure Misrepresentation
    II.5.a directly embodies the honesty principle by prohibiting misrepresentation of pertinent facts about employees in solicitation brochures.
Role (5)
  • Engineer A Brochure-Misrepresented Departing Engineer
    Engineer A's continued appearance in Engineer B's brochures as a key employee misrepresents pertinent facts about the firm's personnel.
  • Engineer B Brochure-Misrepresenting Terminating Employer
    Engineer B misrepresented pertinent facts by continuing to list Engineer A as a key employee in solicitation brochures after his termination.
  • Engineer B Brochure-Misrepresenting Terminating Employer Engineer
    Engineer B's distribution of brochures listing a terminated employee as a key staff member constitutes misrepresentation in solicitation materials.
  • Engineer B's Current Clients Prospective Brochure-Relying
    These clients were directly affected by the misrepresentation in brochures used to solicit or retain their business.
  • Engineer B's Clients Prospective Engineering Services Client Relying on Firm Brochure
    These clients relied on brochure information that misrepresented Engineer A's continued employment when making service selection decisions.
Event (2)
  • Misrepresentation Of Staff Status
    Falsely representing staff qualifications or employment status in solicitation materials directly violates this provision.
  • Compounded Misrepresentation Established
    Multiple layered misrepresentations in brochures about personnel and past accomplishments are explicitly prohibited by this provision.
Resource (4)
  • NSPE-Code-Section-II.5.a
    This entity directly references this provision to evaluate Engineer B's conduct in distributing a brochure listing Engineer A after termination notice.
  • Firm-Personnel-Roster-Accuracy-Standard-Instance
    This provision explicitly addresses brochure accuracy regarding employees, directly grounding the obligation to update the firm roster after Engineer A's departure.
  • Misrepresentation-in-Business-Dealings-Standard-Instance
    This provision prohibits misrepresentation in brochures about employees, directly applying to Engineer B's implicit misrepresentation that Engineer A remained a key employee.
  • Marketing-Material-Accuracy-Correction-Standard-Instance
    This provision requires that brochures not misrepresent pertinent facts about employees, grounding the obligation to correct promotional materials after Engineer A's departure.
Capability (13)
  • Engineer B Marketing Material Accuracy and Currency Maintenance
    This provision directly prohibits misrepresentation in brochures, requiring Engineer B to keep promotional materials accurate and current.
  • Engineer A Departing Engineer Client Solicitation Honest Representation
    This provision prohibits misrepresentation of qualifications and past accomplishments in solicitation materials, directly governing Engineer A's solicitation conduct.
  • Engineer A Post-Departure Firm Brochure Personnel Listing Correction Initiation
    This provision's prohibition on brochure misrepresentation requires Engineer A to take affirmative steps to correct his listing in Engineer B's brochure.
  • Engineer B Firm Principal Post-Departure Personnel Listing Prompt Removal
    This provision explicitly prohibits brochures from misrepresenting pertinent facts about employees, requiring prompt removal of departed personnel.
  • Engineer B Post-Actual-Termination Brochure Personnel Listing Absolute Prohibition Self-Application
    This provision's explicit brochure misrepresentation prohibition is the basis for the absolute prohibition on listing Engineer A after actual termination.
  • Engineer B Errata Sheet Expeditious Correction Mechanism Deployment
    This provision's prohibition on brochure misrepresentation creates the obligation that errata sheets and correction mechanisms are designed to fulfill.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure Application
    This provision's language about misrepresenting pertinent facts in brochures is the direct basis for the two-part misrepresentation test this capability applies.
  • Engineer B Key-Employee vs Non-Key-Employee Brochure Listing Materiality Distinction
    This provision's focus on pertinent facts in brochures makes the key-employee distinction material to whether a misrepresentation has occurred.
  • Engineer B BER Multi-Precedent Brochure Personnel Misrepresentation Synthesis
    This provision is the code basis that BER precedent cases on brochure personnel misrepresentation interpret and apply.
  • Engineer B BER Dual-Precedent Brochure Personnel Misrepresentation Spectrum Triangulation
    This provision is the underlying code rule that the BER precedent spectrum on brochure misrepresentation triangulates around.
  • Engineer B Brochure Misrepresentation Case-by-Case Pertinence Calibration
    This provision's pertinent fact standard requires the case-by-case calibration of whether continued listing constitutes a misrepresentation.
  • Engineer B Non-Key-Employee Departure Notice-Period Brochure Conditional Permissibility Assessment
    This provision governs whether continued brochure distribution during the notice period constitutes prohibited misrepresentation of pertinent facts.
  • Engineer B Brochure Distribution Intent-and-Purpose Evidence Assessment
    This provision's prohibition on brochure misrepresentation is relevant to assessing whether continued distribution was motivated by deceptive intent.
III.3.a. 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 60)
Obligation
Engineer B Marketing Material Ongoing Accuracy and Currency Maintenance
III.3.a prohibits statements omitting material facts, directly requiring ongoing accuracy maintenance of marketing materials.
Action
Brochure Distribution During Notice Period
The brochure contains material misrepresentations of fact or omits material facts, violating this provision.
State
Engineer B Post-Termination Brochure Continued Use
Continued use of a brochure listing a terminated engineer contains a material misrepresentation of fact about current firm personnel.
Obligation (18)
  • Engineer B Marketing Material Ongoing Accuracy and Currency Maintenance
    III.3.a prohibits statements omitting material facts, directly requiring ongoing accuracy maintenance of marketing materials.
  • Engineer B Inadvertent Brochure Inaccuracy Non-Condoning Expeditious Correction
    III.3.a prohibits material misrepresentations and omissions, requiring expeditious correction of false impressions in the brochure.
  • Engineer B Key Employee Brochure Listing Prospective Client Non-Misleading
    III.3.a prohibits statements containing material misrepresentations, directly governing the accuracy of key employee listings.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure
    III.3.a prohibition on material misrepresentation and omission of material facts forms the basis of the dual-element test.
  • Engineer B Errata Sheet Low-Cost Correction Mechanism Utilization
    III.3.a prohibition on material misrepresentation supports the obligation to use correction mechanisms to eliminate false statements.
  • Engineer B Expeditious Marketing Material Error Correction Upon Actual Knowledge
    III.3.a prohibits material misrepresentations, requiring expeditious correction upon actual knowledge of inaccuracy.
  • Engineer B Printed Marketing Material Proactive Accuracy Assurance
    III.3.a prohibition on material misrepresentation and omission grounds the proactive accuracy assurance obligation.
  • Engineer B Firm Principal Post-Departure Personnel Listing Correction
    III.3.a prohibits statements omitting material facts, making continued listing of a departed employee a prohibited omission.
  • Engineer B Case-by-Case Brochure Misrepresentation Pertinence Assessment
    III.3.a material misrepresentation standard requires case-by-case assessment of whether continued listing violates this prohibition.
  • Engineer B Notice-Period Key-Employee Brochure Heightened Disclosure
    III.3.a prohibition on omitting material facts requires affirmative disclosure steps when a key employee is departing.
  • Engineer B Post-Actual-Termination Brochure Personnel Listing Prohibition
    III.3.a prohibits material misrepresentations, making post-termination listing of Engineer A as current employee prohibited.
  • Engineer A Departing Engineer Former Employer Client Solicitation Honesty
    III.3.a prohibits statements containing material misrepresentations, directly governing Engineer A's honest solicitation conduct.
  • Engineer A Departed Engineer Firm Brochure Credential Misuse Correction
    III.3.a prohibition on material misrepresentation supports Engineer A's obligation to correct misuse of his credentials in brochures.
  • Engineer B Post-Actual-Departure Brochure Cessation Absolute BER-82
    III.3.a prohibits material misrepresentations, making continued distribution of a brochure with a departed employee absolutely prohibited.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure BER-82
    III.3.a material misrepresentation and omission standard directly informs the dual-element test obligation.
  • Engineer B Printed Marketing Material Proactive Accuracy Assurance BER-82
    III.3.a prohibition on material misrepresentation grounds the proactive accuracy assurance obligation for printed brochures.
  • Engineer A Departed Engineer Firm Brochure Credential Misuse Correction BER-82
    III.3.a prohibits material misrepresentations, supporting Engineer A's obligation to correct credential misuse in firm brochures.
  • Engineer B Notice-Period Active-Negotiation Key-Employee Departure Disclosure BER-82
    III.3.a prohibition on omitting material facts requires disclosure of Engineer A's impending departure during active client negotiations.
Action (2)
  • Brochure Distribution During Notice Period
    The brochure contains material misrepresentations of fact or omits material facts, violating this provision.
  • Post-Termination Brochure Continuation
    Continuing to use a misleading brochure after termination perpetuates statements containing material misrepresentations.
State (5)
  • Engineer B Post-Termination Brochure Continued Use
    Continued use of a brochure listing a terminated engineer contains a material misrepresentation of fact about current firm personnel.
  • Engineer B Post-Departure Brochure Continued Use
    Distributing promotional materials naming a departed engineer omits the material fact of that engineer's departure.
  • Engineer B Brochure Intent-Differentiated Misrepresentation Assessment
    The assessment of whether the brochure is misleading maps directly onto the prohibition against statements containing material misrepresentations or omitting material facts.
  • Engineer B Interim Negotiation Pending-Departure Disclosure Obligation
    Omitting Engineer A's pending termination from client negotiations constitutes omission of a material fact in professional communications.
  • Engineer B Pre-Termination Brochure Distribution During Notice Period
    Distributing brochures without noting Engineer A's imminent departure may omit a material fact relevant to prospective clients.
Constraint (7)
  • Engineer B Post-Departure Key Employee Brochure Distribution Absolute Prohibition
    III.3.a prohibits statements omitting material facts, reinforcing the absolute prohibition on distributing brochures that omit Engineer A's departure.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure Assessment
    III.3.a's prohibition on material misrepresentation or omission of material fact directly informs the dual-element test applied to Engineer B's brochure.
  • Engineer B Key Employee Status Materiality Threshold Brochure Listing Assessment
    III.3.a's material fact standard establishes the materiality threshold for assessing whether Engineer A's key employee status must be corrected in the brochure.
  • Engineer B BER Intent-Differentiated Misrepresentation Severity Calibration
    III.3.a's prohibition on material misrepresentation is the provision whose violation severity is calibrated by Engineer B's intent in continued brochure distribution.
  • Engineer B Inadvertent Brochure Inaccuracy Expeditious Correction Non-Condoning
    III.3.a prohibits statements omitting material facts regardless of intent, requiring expeditious correction of inadvertent brochure inaccuracies.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure Personnel Listing BER-82
    III.3.a's material misrepresentation and omission prohibition reinforces the dual-element test constraining Engineer B's brochure personnel listings.
  • Engineer A Departing Engineer Client Solicitation Honesty Non-Disparagement
    III.3.a constrains Engineer A to avoid statements containing material misrepresentations or omissions when soliciting Engineer B's clients.
Principle (9)
  • Honesty in Professional Representations Violated by Engineer B Brochure
    III.3.a prohibits statements omitting material facts, directly applicable to Engineer B's brochure omitting Engineer A's departure.
  • Honesty Principle Invoked Against Engineer B Brochure Misrepresentation
    III.3.a embodies the honesty principle by prohibiting material misrepresentations of fact in professional statements.
  • Post-Actual-Termination Brochure Continued Use Absolute Prohibition Applied to Engineer B
    III.3.a's prohibition on material misrepresentation of fact makes Engineer B's post-termination brochure use an unambiguous violation.
  • Pertinent Fact Misrepresentation Dual-Element Test Applied to Engineer B Brochure
    III.3.a's material misrepresentation standard forms one element of the dual-element test applied to Engineer B's brochure distribution.
  • Brochure Personnel Currency Disclosure Obligation Violated by Engineer B
    III.3.a prohibits omitting material facts, requiring Engineer B to disclose Engineer A's changed employment status in brochures.
  • Expeditious Correction Obligation Violated by Engineer B Post-Actual-Termination
    III.3.a's prohibition on material misrepresentation requires Engineer B to expeditiously correct statements that have become factually inaccurate.
  • Pertinent Fact Misrepresentation Intent-and-Purpose Dual-Element Test Applied to Engineer B Brochure
    III.3.a's material misrepresentation standard is central to assessing both intent and purpose elements of Engineer B's brochure distribution.
  • Proactive Marketing Material Accuracy Obligation Applied to Engineer B
    III.3.a's prohibition on omitting material facts supports an affirmative obligation for Engineer B to proactively correct inaccurate brochures.
  • Brochure Personnel Currency Disclosure During Active Negotiation Obligation Applied to Engineer B Notice Period
    III.3.a prohibits omitting material facts during active negotiations, requiring Engineer B to disclose Engineer A's termination notice status.
Role (5)
  • Engineer A Brochure-Misrepresented Departing Engineer
    The brochure omitted the material fact that Engineer A was no longer employed by Engineer B's firm.
  • Engineer B Brochure-Misrepresenting Terminating Employer
    Engineer B's brochures contained a material misrepresentation by listing Engineer A as a key employee after his termination.
  • Engineer B Brochure-Misrepresenting Terminating Employer Engineer
    Engineer B made statements in brochures that omitted the material fact of Engineer A's departure from the firm.
  • Engineer B's Current Clients Prospective Brochure-Relying
    These clients received statements containing material misrepresentations about the firm's key personnel.
  • Engineer B's Clients Prospective Engineering Services Client Relying on Firm Brochure
    These clients were exposed to brochures omitting the material fact that Engineer A had been terminated.
Event (3)
  • Misrepresentation Of Staff Status
    Stating that staff are employed when they are not constitutes a material misrepresentation of fact.
  • Compounded Misrepresentation Established
    Combining multiple false or omitted facts in communications constitutes the material misrepresentation this provision prohibits.
  • Formal Employment Termination Occurs
    Omitting the material fact of formal termination from brochures or client communications violates this provision.
Resource (3)
  • NSPE-Code-Section-III.3.a
    This entity directly references this provision as additional guidance on Engineer B's obligation to avoid material misrepresentation in promotional materials.
  • Misrepresentation-in-Business-Dealings-Standard-Instance
    This provision's prohibition on omitting material facts directly applies to Engineer B's failure to disclose Engineer A's departure in client-facing materials.
  • Marketing-Material-Accuracy-Correction-Standard-Instance
    This provision's requirement to avoid material omissions supports the obligation to correct the brochure once Engineer A's departure was known.
Capability (8)
  • Engineer B Marketing Material Accuracy and Currency Maintenance
    This provision prohibits material misrepresentations and omissions of material fact, directly requiring accurate and current marketing materials.
  • Engineer B Post-Actual-Termination Brochure Personnel Listing Absolute Prohibition Self-Application
    Listing a departed employee as current staff is a material misrepresentation of fact that this provision absolutely prohibits.
  • Engineer B Pertinent Fact Dual-Element Misrepresentation Test Brochure Application
    This provision's material misrepresentation and material omission standards form the basis of the dual-element test this capability applies.
  • Engineer B Key-Employee vs Non-Key-Employee Brochure Listing Materiality Distinction
    This provision's materiality standard is what makes the key-employee distinction relevant to determining whether a prohibited misrepresentation exists.
  • Engineer A Departing Engineer Client Solicitation Honest Representation
    This provision prohibits statements containing material misrepresentations, governing Engineer A's obligation to represent Engineer B accurately during solicitation.
  • Engineer B Brochure Distribution Intent-and-Purpose Evidence Assessment
    This provision's focus on material misrepresentation is relevant to assessing whether continued brochure distribution constituted a prohibited false statement.
  • Engineer B Errata Sheet Expeditious Correction Mechanism Deployment
    This provision's prohibition on material misrepresentation creates the obligation that correction mechanisms like errata sheets are designed to remedy.
  • Engineer B Brochure Misrepresentation Case-by-Case Pertinence Calibration
    This provision requires assessing materiality on a case-by-case basis, which is exactly what this capability addresses for brochure listings.
III.4.a. 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 39)
Obligation
Engineer A Specialized Knowledge Post-Departure Competition Constraint
III.4.a directly prohibits promoting new employment on specific projects where the engineer gained particular and specialized knowledge.
Action
Current Client Solicitation
Soliciting the employer's current clients using specialized knowledge gained from that employment violates this provision without consent.
State
Engineer A Specialized Knowledge Solicitation Risk
This provision directly prohibits using specialized project knowledge gained during employment to solicit specific clients without consent.
Obligation (5)
  • Engineer A Specialized Knowledge Post-Departure Competition Constraint
    III.4.a directly prohibits promoting new employment on specific projects where the engineer gained particular and specialized knowledge.
  • Engineer A Specialized Knowledge Employer Disclosure Before Competitive Use BER-82
    III.4.a requires consent of all interested parties before using specialized project knowledge, grounding the disclosure obligation.
  • Engineer A Employer-Initiated Termination Pre-Departure Client Solicitation Permissibility
    III.4.a constrains solicitation to projects where specialized knowledge was not gained, informing the permissibility boundary.
  • Engineer A Post-Departure Former-Client Solicitation Permissibility Boundary BER-82
    III.4.a defines the specialized knowledge constraint that sets the boundary for permissible post-departure solicitation.
  • Engineer A Tripartite Interest Balancing Departure Conduct
    III.4.a specialized knowledge constraint is one of the ethical limits Engineer A must weigh when balancing departure conduct.
Action (2)
  • Current Client Solicitation
    Soliciting the employer's current clients using specialized knowledge gained from that employment violates this provision without consent.
  • Proprietary Knowledge Use Decision
    Using particular and specialized knowledge gained from the employer to arrange new practice connections is governed by this provision.
State (8)
  • Engineer A Specialized Knowledge Solicitation Risk
    This provision directly prohibits using specialized project knowledge gained during employment to solicit specific clients without consent.
  • Engineer A Insider Client Knowledge Competitive Advantage
    Using privileged insider knowledge about specific clients to arrange new employment or practice implicates the consent requirement of this provision.
  • Engineer A Prior Client Relationship Leveraged in Post-Departure Competition
    Leveraging relationships developed during employment to solicit former employer's clients for a competing firm raises concerns under this provision.
  • Engineer A Active Client Solicitation During Continued Employment
    Arranging new practice by soliciting current employer's clients using knowledge gained in that employment falls within this provision's scope.
  • Engineer A Covert Current-Client Solicitation While Employed
    Covert solicitation of specific clients using specialized knowledge gained during employment directly implicates this provision's consent requirement.
  • BER Case 77-11 Precedent Distinguishing
    The Board's distinction from BER Case 77-11 involves analysis of whether specialized knowledge was used to solicit specific clients, the core concern of this provision.
  • Engineer A Three-Party Departure Interest Balancing
    Balancing Engineer A's mobility against Engineer B's and clients' interests requires weighing the limits this provision places on post-employment solicitation.
  • Engineer A-B-Client Three-Party Departure Balancing
    This provision's consent requirement is central to balancing the three parties' competing interests in post-departure client solicitation.
Constraint (6)
  • Engineer A Specialized Knowledge Solicitation Restriction During and After Employment
    III.4.a directly creates the constraint prohibiting Engineer A from soliciting specific projects for which Engineer A gained particular and specialized knowledge without consent.
  • Engineer A Employed Engineer Specialized Project Knowledge Consent Requirement
    III.4.a is the direct source of the consent requirement constraining Engineer A from promoting work on specific projects where specialized knowledge was gained.
  • Engineer A Specialized Knowledge Current-Client Solicitation Full-Disclosure Prerequisite BER-82
    III.4.a creates the constraint requiring consent of all interested parties before Engineer A solicits projects involving specialized knowledge gained during employment.
  • BER Case 77-11 Current-Client vs Former-Client Employed vs Departed Distinguishability BER-82
    III.4.a's specialized knowledge restriction is a key factor distinguishing permissible post-departure solicitation from impermissible solicitation of specific projects.
  • Engineer A Three-Party Departure Interest Balancing Competitive Conduct BER-82
    III.4.a's specialized knowledge consent requirement is one of the obligations weighed in the tripartite framework governing Engineer A's competitive conduct.
  • Engineer A Tripartite Departure Interest Balancing Solicitation Conduct Assessment
    III.4.a's specialized knowledge restriction is a key constraint factored into the tripartite assessment of Engineer A's solicitation conduct.
Principle (4)
  • Specialized Knowledge Constraint Conditional Application to Engineer A
    III.4.a directly establishes the constraint on soliciting new employment using particular and specialized knowledge gained from a specific project.
  • Current-Employment Specialized Knowledge Disclosure Obligation Applied Conditionally to Engineer A
    III.4.a conditionally prohibits Engineer A from soliciting clients for projects where specialized knowledge was gained without consent of interested parties.
  • Former-Client Solicitation Permissibility Applied to Engineer A
    III.4.a's specialized knowledge constraint defines the boundary of permissibility for Engineer A's solicitation of Engineer B's former clients.
  • Pre-Departure Promotional Negotiation Prohibition Boundary Applied to Engineer A Solicitation
    III.4.a establishes the specialized knowledge boundary that determines whether Engineer A's pre-departure solicitation crossed an ethical line.
Role (2)
  • Engineer A Pre-Departure Client-Soliciting Termination-Notified Engineer
    Engineer A solicited Engineer B's clients for his new firm without consent of all interested parties during the notice period.
  • Engineer A Specialized-Knowledge-Exploiting Departing Employee
    Engineer A potentially used specialized knowledge gained from specific client projects to arrange new employment or practice without consent of all interested parties.
Event (3)
  • Client Relationship Access Established
    Leveraging specialized client knowledge gained during employment to arrange new practice without consent violates this provision.
  • Interim Employment Period Begins
    Using the interim period to arrange new employment connected to specific projects where specialized knowledge was gained implicates this provision.
  • Formal Employment Termination Occurs
    Pursuing new employment tied to specific projects using knowledge gained before formal termination without consent violates this provision.
Resource (4)
  • NSPE-Code-Section-III.4.a
    This entity directly applies this provision to assess whether Engineer A used particular and specialized knowledge gained during employment to seek new work.
  • Engineer-Confidentiality-Loyalty-Obligation-Standard-Instance
    This provision's requirement regarding consent when using specialized knowledge gained during employment directly informs the confidentiality and loyalty obligations evaluated for Engineer A.
  • Post-Employment-Client-Solicitation-Ethics-Standard-Instance
    This provision governs solicitation connected to specific projects where specialized knowledge was gained, directly relevant to evaluating Engineer A's client notifications.
  • Engineer-Solicitation-and-Competition-Ethics-Standard-Instance
    This provision provides the normative basis for evaluating whether Engineer A's solicitation of clients using project-specific knowledge crossed ethical boundaries.
Capability (5)
  • Engineer A Departing Employee Specialized Knowledge Competitive Restriction Self-Assessment
    This provision directly requires engineers to assess whether specialized project knowledge restricts their ability to solicit new employment without consent.
  • Engineer A Employer-Initiated Termination Notice Client Solicitation Timing Permissibility Assessment
    This provision governs whether soliciting clients connected to projects where specialized knowledge was gained is permissible, directly relevant to timing assessment.
  • Engineer A Tripartite Departure Conduct Interest Balancing
    This provision creates a constraint on Engineer A's departure conduct by requiring consent when specialized knowledge is involved, which must be balanced against personal interests.
  • Engineer A No-Compete Agreement Absence Ethical Obligation Persistence Recognition
    This provision imposes ethical restrictions on using specialized knowledge regardless of whether a formal no-compete agreement exists.
  • Engineer B Free Enterprise Departure Right Non-Ethical-Proscription Boundary Recognition
    This provision defines the ethical boundary on departure rights where specialized project knowledge is involved, which Engineer B needed to recognize as a legitimate constraint.
III.7. 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 33)
Obligation
Engineer A Departing Engineer Former Employer Client Solicitation Honesty
III.7 prohibits falsely injuring another engineer's professional reputation, directly governing honest solicitation conduct toward Engineer B.
Action
Brochure Distribution During Notice Period
Distributing a misleading brochure that harms the employer's professional reputation or practice constitutes indirect injury to the employer.
State
Engineer B Post-Termination Brochure Continued Use
Continued use of a brochure falsely implying Engineer A's association could indirectly injure Engineer A's professional reputation or prospects.
Obligation (5)
  • Engineer A Departing Engineer Former Employer Client Solicitation Honesty
    III.7 prohibits falsely injuring another engineer's professional reputation, directly governing honest solicitation conduct toward Engineer B.
  • Engineer A Current-Client Covert Solicitation During Active Employment Prohibition BER-82
    III.7 prohibits conduct that could maliciously or falsely injure Engineer B's practice, which covert solicitation risks doing.
  • Engineer A Questionable Competition Methods Covert Solicitation BER-82
    III.7 prohibits attempting to injure another engineer's practice through questionable methods, directly applicable to covert solicitation.
  • Engineer B Free Enterprise Departure Right Non-Ethical-Proscription Recognition
    III.7 limits only malicious or false injury to another engineer's prospects, confirming that legitimate competition is not ethically proscribed.
  • Engineer A Post-Departure Former-Client Solicitation Permissibility Boundary BER-82
    III.7 prohibits malicious or false injury to another engineer's practice, setting the ethical boundary for permissible post-departure solicitation.
Action (3)
  • Brochure Distribution During Notice Period
    Distributing a misleading brochure that harms the employer's professional reputation or practice constitutes indirect injury to the employer.
  • Post-Termination Brochure Continuation
    Continuing to use a misleading brochure after termination may falsely or indirectly injure the former employer's professional prospects.
  • Current Client Solicitation
    Soliciting current clients in a manner that damages the employer's practice could constitute an attempt to injure the employer's professional prospects.
State (4)
  • Engineer B Post-Termination Brochure Continued Use
    Continued use of a brochure falsely implying Engineer A's association could indirectly injure Engineer A's professional reputation or prospects.
  • Engineer B Post-Departure Brochure Continued Use
    Distributing materials that misrepresent Engineer A's current affiliation may indirectly harm Engineer A's professional standing or prospects.
  • Engineer A Active Client Solicitation During Continued Employment
    Engineer A's covert solicitation could be seen as an attempt to injure Engineer B's professional practice and client relationships.
  • Engineer A Covert Current-Client Solicitation While Employed
    Covert solicitation of an employer's clients while still employed may constitute indirect injury to the employer's professional practice.
Constraint (5)
  • Engineer A Questionable Competition Methods Covert Solicitation Non-Disclosure BER-82
    III.7 directly prohibits competing through questionable methods, which is violated by Engineer A's covert solicitation and non-disclosure during employment.
  • Engineer A Departing Engineer Client Solicitation Honesty Non-Disparagement
    III.7 prohibits malicious or false injury to another engineer's professional reputation, constraining Engineer A to honest and non-disparaging solicitation conduct.
  • Engineer A Improper Competitive Method Active Solicitation During Employment
    III.7's prohibition on improper competitive methods reinforces the constraint against Engineer A's active solicitation of clients during the notice period.
  • Engineer A Tripartite Departure Interest Balancing Solicitation Conduct Assessment
    III.7's prohibition on questionable competitive methods is one of the provisions weighed in assessing Engineer A's solicitation conduct during the notice period.
  • Engineer A Three-Party Departure Interest Balancing Competitive Conduct BER-82
    III.7's prohibition on improper competitive methods is a constraint factored into the tripartite balancing of Engineer A's departure-related competitive conduct.
Principle (5)
  • Questionable Competition Methods Prohibition Applied to Engineer A
    III.7 prohibits conduct that injures another engineer's practice, directly applicable to Engineer A's covert solicitation of Engineer B's current clients.
  • Current-Client Solicitation During Active Employment Prohibition Applied to Engineer A
    III.7's prohibition on injuring another engineer's practice supports the prohibition on Engineer A soliciting Engineer B's current clients while employed.
  • At-Will Employment Symmetry and Engineer Mobility Right Contextual Boundary Applied
    III.7 defines the boundary of permissible competitive conduct that contextualizes the limits of Engineer A's mobility rights after actual termination.
  • Faithful Agent Trustee Duty Invoked Against Engineer A Current Client Solicitation
    III.7's prohibition on injurious conduct reinforces the faithful agent duty violated by Engineer A's covert competitive solicitation.
  • Loyalty Obligation Tension in Engineer A Pre-Departure Solicitation
    III.7 contributes to the tension by prohibiting conduct that could injure Engineer B's practice through covert pre-departure solicitation.
Role (3)
  • Engineer A Pre-Departure Client-Soliciting Termination-Notified Engineer
    Engineer A's solicitation of Engineer B's clients during the notice period could constitute an attempt to injure Engineer B's professional prospects and practice.
  • Engineer B Brochure-Misrepresenting Terminating Employer
    Engineer B's continued use of Engineer A's name in brochures after termination could indirectly harm Engineer A's professional reputation and prospects.
  • Engineer B Brochure-Misrepresenting Terminating Employer Engineer
    Engineer B's misleading brochures could indirectly injure Engineer A's professional reputation by misrepresenting his association with the firm.
Event (2)
  • Misrepresentation Of Staff Status
    Falsely representing staff status in a brochure can indirectly injure the professional reputation of the former employer.
  • Compounded Misrepresentation Established
    Compounded false statements designed to divert business from the former employer constitute indirect injury to that firms professional prospects.
Resource (3)
  • NSPE-Code-Section-III.7
    This entity directly applies this provision to determine whether Engineer A's covert solicitation of clients while employed constituted competition by questionable methods.
  • Engineer-Solicitation-and-Competition-Ethics-Standard-Instance
    This provision's prohibition on injuring another engineer's practice through improper means frames the ethical evaluation of Engineer A's solicitation conduct.
  • BER-Case-77-11
    This precedent case is cited in the context of distinguishing permissible from impermissible solicitation, which this provision governs regarding harm to another engineer's practice.
Capability (3)
  • Engineer A Departing Engineer Client Solicitation Honest Representation
    This provision prohibits falsely injuring another engineer's professional reputation, which governs how Engineer A must represent Engineer B during client solicitation.
  • Engineer B Brochure Distribution Intent-and-Purpose Evidence Assessment
    This provision's prohibition on maliciously injuring another engineer's prospects is relevant to assessing whether Engineer B's continued brochure distribution was intended to harm Engineer A.
  • Engineer A Tripartite Departure Conduct Interest Balancing
    This provision's prohibition on injuring another engineer's practice sets a boundary on Engineer A's departure conduct that must be factored into his interest balancing.
Cross-Case Connections
View Extraction
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 found a new firm do not violate the Code by generally seeking work from former clients of their previous employer, but do violate the Code regarding projects for which they had particular knowledge while working for their former employer. 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.

Citation Context:

The Board cited this case to establish that engineers who leave a firm may generally seek work from former clients, but not using particular knowledge gained while employed. It was also distinguished because in the current case Engineer A contacted current (not former) clients while still employed.

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"
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""
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 62% Facts Similarity 67% Discussion Similarity 71% Provision Overlap 17% Outcome Alignment 100% Tag Overlap 38%
Shared provisions: III.7.a Same outcome True View Synthesis
Component Similarity 51% Facts Similarity 44% Discussion Similarity 63% Provision Overlap 40% Outcome Alignment 100% Tag Overlap 9%
Shared provisions: III.7, III.7.a Same outcome True View Synthesis
Component Similarity 61% Facts Similarity 61% Discussion Similarity 63% Provision Overlap 50% Outcome Alignment 50% Tag Overlap 18%
Shared provisions: III.7, III.7.a View Synthesis
Component Similarity 53% Facts Similarity 56% Discussion Similarity 70% Provision Overlap 12% Outcome Alignment 100% Tag Overlap 20%
Shared provisions: I.4 Same outcome True View Synthesis
Component Similarity 46% Facts Similarity 41% Discussion Similarity 60% Provision Overlap 20% Outcome Alignment 100% Tag Overlap 17%
Shared provisions: I.4, III.7 Same outcome True View Synthesis
Component Similarity 52% Facts Similarity 50% Discussion Similarity 59% Provision Overlap 14% Outcome Alignment 100% Tag Overlap 8%
Shared provisions: III.7.a Same outcome True View Synthesis
Component Similarity 50% Facts Similarity 48% Discussion Similarity 63% Provision Overlap 11% Outcome Alignment 100% Tag Overlap 20%
Shared provisions: I.4 Same outcome True View Synthesis
Component Similarity 40% Facts Similarity 26% Discussion Similarity 65% Provision Overlap 14% Outcome Alignment 100% Tag Overlap 50%
Shared provisions: I.4 Same outcome True View Synthesis
Component Similarity 58% Facts Similarity 51% Discussion Similarity 63% Outcome Alignment 100% Tag Overlap 9%
Same outcome True View Synthesis
Component Similarity 55% Facts Similarity 52% Discussion Similarity 69% Outcome Alignment 100% Tag Overlap 20%
Same outcome True 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.
Implicit (4)

Should Engineer A have disclosed to Engineer B that Engineer A was actively soliciting Engineer B's clients during the notice period, and does the failure to make that disclosure independently constitute a breach of the faithful agent duty regardless of whether the solicitation itself was ethical?

AnalyticalBeyond the Board's finding that Engineer A's solicitation was unethical, Engineer A compounded the violation by failing to disclose to Engineer B that such solicitation was actively underway during the notice period. The faithful agent duty encompasses not merely the obligation to refrain from adverse competitive acts but also an affirmative duty of transparency toward the employer during the continuation of the employment relationship. By soliciting Engineer B's current clients covertly - without informing Engineer B - Engineer A deprived Engineer B of the opportunity to take protective measures, reassign client relationships, or accelerate the transition timeline. This non-disclosure constitutes an independent breach of the faithful agent and trustee obligation under Section I.4, separate from and in addition to the solicitation itself. The Board's conclusion focused on the act of solicitation but did not address whether the covert character of that solicitation independently aggravated the ethical violation. It did: the combination of active solicitation and deliberate concealment from the employer represents a more serious departure from professional loyalty than either element alone.
AnalyticalIn response to Q101: Engineer A's failure to disclose to Engineer B that Engineer A was actively soliciting Engineer B's current clients during the notice period constitutes an independent breach of the faithful agent duty, separate from and compounding the ethical violation of the solicitation itself. The duty to act as a faithful agent under Section I.4 is not merely a duty to refrain from harmful acts but also an affirmative duty of candor toward one's employer. By conducting covert solicitation without disclosure, Engineer A deprived Engineer B of the opportunity to take protective measures, accelerate the termination, or negotiate a transition arrangement. The concealment transforms what might otherwise be a borderline competitive act into a deliberate act of bad faith. Even if one were to argue that the solicitation itself occupied a gray area given the employer-initiated termination, the non-disclosure removes any ambiguity: Engineer A was simultaneously performing work for Engineer B while secretly redirecting Engineer B's client relationships to a competing venture, without Engineer B's knowledge or consent. This dual conduct - active employment combined with covert competitive solicitation - is precisely what Section III.4.a is designed to prohibit.

Does the fact that Engineer B initiated the termination rather than Engineer A resigning alter the ethical calculus for Engineer A's pre-departure client solicitation, and should the Board have established a distinct ethical standard for employer-initiated versus employee-initiated departures?

AnalyticalThe Board's conclusion that Engineer A's solicitation was unethical does not adequately account for the asymmetry introduced by the employer-initiated nature of the termination. When Engineer B chose to terminate Engineer A for lack of work - a business decision made unilaterally by Engineer B - Engineer B effectively signaled that the employment relationship was no longer mutually beneficial and that Engineer A's continued loyalty would yield no reciprocal security. While the at-will employment symmetry principle invoked by Engineer A cannot serve as a blanket ethical license to solicit current clients during the notice period, it does carry moral weight as a mitigating factor in assessing the severity of the violation. The Board should have distinguished between cases where an employee voluntarily resigns to compete and cases where an employer initiates termination: in the latter scenario, the employee's pre-departure competitive positioning, while still ethically constrained by the faithful agent duty, is less culpable because the employee is responding to an involuntary displacement rather than opportunistically exploiting the employer's trust. The Board's failure to draw this distinction leaves the ethical standard underspecified for a common and practically important category of departure.
AnalyticalIn response to Q102: The fact that Engineer B initiated the termination rather than Engineer A voluntarily resigning does not materially alter the ethical calculus governing Engineer A's pre-departure client solicitation, and the Board was correct not to establish a distinct standard for employer-initiated departures. While the at-will employment symmetry principle - the notion that because Engineer B could terminate Engineer A at will, Engineer A should be free to compete immediately upon receiving notice - has intuitive appeal, it conflates legal entitlement with ethical obligation. The faithful agent duty under Section I.4 is not contingent on the reason for departure; it persists throughout the employment relationship until actual termination. The ethical wrong in Engineer A's conduct is not the decision to compete but the timing and method: soliciting current clients while still drawing compensation and performing work for Engineer B. Engineer B's decision to terminate for lack of work, while perhaps morally relevant as context, does not suspend Engineer A's loyalty obligations during the notice period. To hold otherwise would create a perverse incentive structure in which any employee receiving a termination notice could immediately begin raiding the employer's client base with ethical impunity. The Board's uniform standard appropriately prioritizes the integrity of the employment relationship over the circumstances of its dissolution.

What obligation, if any, did Engineer A have to proactively notify Engineer B's prospective clients that Engineer A's name appearing in Engineer B's brochure was misleading after Engineer A's actual termination, and does Engineer A share ethical responsibility for the misrepresentation perpetuated by Engineer B's continued brochure use?

AnalyticalThe Board's conditional permissibility ruling on Engineer B's notice-period brochure distribution - permissible only if Engineer B orally disclosed Engineer A's pending termination during active negotiations - sets a standard that is both underprotective of prospective clients and inconsistent with the proactive marketing material accuracy obligation that the Board itself recognized in other contexts. Oral disclosure during negotiations is inherently unreliable: it depends on the negotiating engineer's memory, candor, and judgment about when the disclosure is 'pertinent,' and it leaves no documentary record that the disclosure was made. A prospective client who receives a brochure listing Engineer A as a key employee and then hears a verbal qualification during a meeting may not fully appreciate the significance of that qualification, particularly if the brochure is left behind as a reference document. The Board should have required, at minimum, that Engineer B accompany each brochure distribution with a written addendum or errata sheet disclosing Engineer A's pending departure, rather than accepting oral disclosure as sufficient. The errata sheet mechanism is low-cost, creates a verifiable record, and ensures that the written document the client retains accurately reflects the firm's actual personnel situation. The Board's failure to require written correction during the notice period creates an internal inconsistency: it holds Engineer B to an absolute prohibition after actual termination but accepts a merely verbal correction standard during the notice period, even though the misrepresentation risk to prospective clients is substantially similar in both phases.
AnalyticalThe Board's absolute prohibition on post-termination brochure distribution listing Engineer A as a key employee is well-founded, but the Board did not address whether Engineer A bears any independent ethical responsibility for the misrepresentation that Engineer B's continued brochure use perpetuates. Once Engineer A's actual termination occurred, Engineer A's professional identity and credentials were being actively misrepresented to prospective clients without Engineer A's consent and potentially to Engineer A's competitive detriment - prospective clients might assume Engineer A remained affiliated with Engineer B's firm and decline to engage Engineer A's new firm. Under Section II.5.a, engineers shall not permit misrepresentation of their qualifications or associations. This provision imposes an affirmative obligation on Engineer A to take steps to correct the misrepresentation once Engineer A became aware that Engineer B was continuing to distribute brochures listing Engineer A as a key employee. Engineer A should have formally notified Engineer B in writing to cease using the brochure and, if Engineer B failed to comply, should have considered notifying affected prospective clients directly. The Board's analysis focused entirely on Engineer B's obligation to correct the brochure but left Engineer A's reciprocal obligation to protect the accuracy of Engineer A's own professional representations unaddressed.
AnalyticalIn response to Q103: Engineer A bears a secondary but real ethical obligation to proactively notify Engineer B's prospective clients that Engineer A's name appearing in Engineer B's brochure is misleading after Engineer A's actual termination. While the Board's third conclusion correctly places primary responsibility for the post-termination brochure misrepresentation on Engineer B, Engineer A is not ethically passive in this situation. Engineer A's professional identity and credentials are being used without consent to attract clients to a firm Engineer A no longer represents. This exploitation harms Engineer A's own professional reputation, potentially associates Engineer A with projects or commitments Engineer A cannot fulfill, and misleads clients who may rely on Engineer A's listed participation as a material factor in selecting Engineer B's firm. Section II.5.a prohibits permitting misrepresentation of one's qualifications or associations, and Engineer A's silence in the face of known misrepresentation arguably constitutes such permission by omission. Engineer A should therefore take affirmative steps - such as directly notifying prospective clients with whom Engineer A has contact, or formally demanding that Engineer B cease distribution - to prevent the continued exploitation of Engineer A's professional identity. Engineer A's failure to do so does not rise to the level of Engineer B's direct ethical violation but represents a meaningful gap in Engineer A's own professional conduct.

Did Engineer A's use of specialized knowledge about Engineer B's clients-gained exclusively through employment-to target those specific clients for solicitation constitute an independent ethical violation beyond the mere act of solicitation, and should the Board have addressed this as a separate question?

AnalyticalEngineer A's use of client relationships and project-specific knowledge acquired exclusively through employment with Engineer B to identify and target those specific clients for solicitation constitutes an independent ethical dimension that the Board did not separately address. Even if one were to accept the at-will employment symmetry argument as partially mitigating the solicitation's impropriety, the use of insider knowledge - including awareness of which clients had ongoing needs, pending projects, and existing dissatisfactions - to gain a competitive advantage over Engineer B goes beyond mere professional mobility. Section III.4.a requires consent of all interested parties before promoting new employment arrangements using information obtained in a professional capacity, and the specialized knowledge Engineer A possessed about Engineer B's clients was obtained solely in that capacity. The Board's analysis treated the solicitation as a unitary act, but the ethical analysis should have bifurcated it: the decision to solicit is one question, and the use of confidential client intelligence to execute that solicitation is a separate and potentially more serious question. Post-departure solicitation of former clients using generally known contact information may be permissible; pre-departure solicitation using privileged insider knowledge of client needs and vulnerabilities is not, and the Board should have articulated this distinction explicitly.
AnalyticalIn response to Q104: Engineer A's use of specialized knowledge about Engineer B's clients - knowledge gained exclusively through employment - to target those specific clients for solicitation constitutes an independent ethical concern that the Board did not fully address as a discrete question. The Board acknowledged the specialized knowledge constraint in passing but treated it as a contextual factor rather than a separate violation. However, Section III.4.a requires consent of all interested parties before promoting new employment arrangements using information or relationships developed during current employment. When Engineer A leveraged insider knowledge of Engineer B's client roster, project needs, and relationship dynamics to craft targeted solicitations, Engineer A was using proprietary relational capital that belonged, in a professional sense, to Engineer B's firm. This is categorically different from a departing engineer who, after termination, happens to encounter a former client in the marketplace. The targeted, knowledge-driven nature of the solicitation - made possible only by Engineer A's privileged access - amplifies the ethical violation beyond mere timing. The Board should have addressed this as a separate question, because even if the timing of solicitation were deemed permissible in some hypothetical scenario, the method of leveraging insider client intelligence without consent would remain independently problematic.
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.
Principle tension (4)

Does the principle of Client Autonomy in Engineering Service Provider Selection-which affirms clients' absolute right to choose their engineer-conflict with the Faithful Agent Trustee Duty owed to Engineer B, given that Engineer A's solicitation could be framed as merely informing clients of a choice they are entitled to make freely?

AnalyticalIn response to Q201: The tension between Client Autonomy in Engineering Service Provider Selection and the Faithful Agent Trustee Duty is real but ultimately resolvable in favor of the loyalty obligation during the active employment period. Client autonomy - the principle that clients have an absolute right to choose their engineer - is a genuine and important value in the NSPE ethical framework, and it is true that Engineer A's solicitation could be framed as merely informing clients of a choice they are entitled to make. However, this framing conflates the clients' right to choose with Engineer A's right to solicit during active employment. Client autonomy does not generate an affirmative obligation on Engineer A's part to inform clients of competitive alternatives while still employed by Engineer B; it merely prohibits Engineer B from contractually preventing clients from switching engineers. The faithful agent duty, by contrast, directly governs Engineer A's conduct during employment and prohibits using the employment relationship as a platform for competitive self-promotion at the employer's expense. After actual termination, the balance shifts: client autonomy then supports Engineer A's right to make the market aware of a new firm, and the loyalty obligation no longer applies. The Board's conclusion correctly reflects this temporal resolution of the tension.
AnalyticalThe Board resolved the tension between Client Autonomy in Engineering Service Provider Selection and the Faithful Agent Trustee Duty by treating them as operating on different temporal planes rather than as genuinely competing values. Client autonomy - the client's absolute right to choose their engineer - was acknowledged as a legitimate long-run principle, but the Board refused to allow it to serve as a real-time justification for Engineer A's solicitation conduct during the notice period. The Board's implicit reasoning is that client autonomy is a structural feature of the engineering marketplace that becomes operative after an employment relationship concludes, not a license that a currently employed engineer may invoke to justify redirecting a current employer's clients toward a competing venture. In other words, the principle of client autonomy does not dissolve the faithful agent duty; it merely defines the outer boundary of what the faithful agent duty can legitimately restrict once employment ends. This resolution teaches that client-protective principles and employer-protective principles are not symmetrically weighted: the faithful agent duty functions as a near-absolute constraint during active employment, while client autonomy functions as a permissive background norm that governs post-departure conduct.
AnalyticalTaken together, the Board's three conclusions establish a graduated principle-prioritization hierarchy that operates across the full arc of the employment transition. During active employment - even under a notice of termination - the Faithful Agent Trustee Duty and the Questionable Competition Methods Prohibition are treated as near-absolute constraints that override both the At-Will Employment Symmetry principle and the Client Autonomy principle. During the notice period after termination notice but before actual termination, the Honesty Principle and the Proactive Marketing Material Accuracy Obligation are treated as satisfiable through oral disclosure during active negotiations, meaning the accuracy obligation is real but its discharge mechanism is flexible. After actual termination, the Honesty Principle and the Pertinent Fact Misrepresentation prohibition are treated as absolute, admitting no exceptions based on logistical difficulty or printing costs. This graduated hierarchy teaches that the NSPE Code does not apply principles uniformly across all phases of an employment relationship: the weight assigned to loyalty, honesty, and accuracy obligations shifts depending on whether the engineer is currently employed, in a notice period, or formally departed. The case thus functions as a temporal map of how competing principles are prioritized at each stage of a professional transition, with the faithful agent duty dominating during employment, a balanced disclosure standard governing the notice period, and an unqualified honesty obligation controlling post-departure conduct.

Does the At-Will Employment Symmetry principle-invoked to justify Engineer A's solicitation on the grounds that Engineer B could terminate Engineer A at will-conflict with the Questionable Competition Methods Prohibition, and can at-will reciprocity ever serve as an ethical justification for conduct that would otherwise violate loyalty obligations?

AnalyticalIn response to Q202: The At-Will Employment Symmetry principle cannot serve as an ethical justification for conduct that violates loyalty obligations, and the Board implicitly but correctly rejected this argument. The symmetry argument holds that because Engineer B could terminate Engineer A at will, Engineer A should be equally free to compete at will from the moment of receiving notice. This reasoning is flawed for two reasons. First, ethical obligations are not merely reciprocal legal entitlements; the faithful agent duty exists independently of whether the employment relationship is at-will. Second, the symmetry argument proves too much: if accepted, it would mean that any employee who receives a termination notice - or even anticipates one - could immediately begin soliciting the employer's clients, using the employer's resources, relationships, and time, without ethical constraint. The Questionable Competition Methods Prohibition under Section III.7 is precisely designed to prevent competitive conduct that, while perhaps not illegal, undermines the professional trust on which engineering practice depends. At-will reciprocity is a legal concept governing the termination of employment; it does not dissolve the ethical obligations that govern conduct during employment.
AnalyticalThe Board's treatment of the At-Will Employment Symmetry principle reveals a fundamental asymmetry in how reciprocal at-will rights are ethically weighted. Engineer A's implicit argument - that because Engineer B could terminate Engineer A at will, Engineer A was equally free to begin competing for Engineer B's clients immediately upon receiving notice - was implicitly rejected. The Board's conclusion establishes that at-will employment symmetry is a legal concept that describes the absence of contractual barriers to departure, not an ethical license that neutralizes the faithful agent duty during the notice period. The Questionable Competition Methods Prohibition operates independently of whether a non-compete agreement exists: the absence of a written restriction does not convert covert solicitation of a current employer's clients into ethically permissible conduct. This case therefore teaches that at-will reciprocity can never serve as a standalone ethical justification for conduct that violates loyalty obligations, because the faithful agent duty is grounded in professional ethics codes rather than in contract law. The ethical obligation persists even where the legal obligation does not.

Does the Notice-Period Brochure Distribution Conditional Permissibility principle-which allows Engineer B to continue distributing the brochure provided oral disclosure is made-conflict with the Proactive Marketing Material Accuracy Obligation, which would seem to require correction of the written record rather than mere verbal qualification during negotiations?

AnalyticalIn response to Q203: The tension between the Notice-Period Brochure Distribution Conditional Permissibility principle and the Proactive Marketing Material Accuracy Obligation reveals a meaningful gap in the Board's second conclusion. The Board's conditional permissibility ruling - allowing Engineer B to continue distributing the brochure during the notice period provided oral disclosure of Engineer A's pending departure is made during active negotiations - relies on a disclosure mechanism that is inherently incomplete. Oral disclosure during negotiation reaches only those prospective clients who have already entered active discussions with Engineer B; it does not reach prospective clients who receive the brochure but have not yet initiated negotiations, nor does it create a documented record of the disclosure. The Proactive Marketing Material Accuracy Obligation, grounded in Sections III.3.a and II.5.a, would seem to require that the written record itself be corrected - through an errata sheet, written addendum, or updated brochure - rather than relying on case-by-case oral qualification. The Board's ruling is pragmatically lenient, acknowledging the logistical difficulty of immediately reprinting brochures, but it sets a lower standard than the proactive accuracy obligation would demand. A more rigorous application of the honesty principle would require Engineer B to issue written corrections accompanying each brochure distribution during the notice period, not merely verbal disclosures during negotiations.
AnalyticalThe Board's conditional permissibility ruling on Engineer B's notice-period brochure distribution exposes an unresolved tension between the Notice-Period Brochure Distribution Conditional Permissibility principle and the Proactive Marketing Material Accuracy Obligation. By permitting Engineer B to continue distributing a brochure listing Engineer A as a key employee provided oral disclosure of Engineer A's pending departure was made during active negotiations, the Board implicitly accepted a lower standard of accuracy for printed marketing materials than the Proactive Marketing Material Accuracy Obligation would seem to demand. A fully proactive accuracy standard would require Engineer B to correct the written record - through an errata sheet or written addendum - rather than relying on case-by-case oral qualification. The Board's ruling thus creates a two-tier disclosure regime: oral disclosure suffices during the notice period, but the absolute prohibition on post-termination brochure use implies that the written record must eventually be corrected. This tension is never fully resolved by the Board, and the case teaches that where a proactive accuracy obligation and a conditional permissibility principle coexist, the Board will calibrate the required correction mechanism to the severity of the misrepresentation risk rather than imposing a uniform written-correction standard across all stages of the employment transition. The practical implication is that Engineer B bore a progressively escalating accuracy obligation: permissive with oral disclosure during negotiations, conditionally permissive during the notice period, and absolutely prohibited after actual termination - a graduated rather than binary ethical standard.

Does the Former-Client Solicitation Permissibility principle-which would allow Engineer A to solicit Engineer B's clients after departure-conflict with the Specialized Knowledge Constraint, given that the very client relationships and project knowledge enabling post-departure solicitation were acquired exclusively during employment, making the temporal boundary between permissible and impermissible solicitation ethically unstable?

AnalyticalIn response to Q204: The temporal boundary between permissible and impermissible solicitation is indeed ethically unstable when the client relationships and project knowledge enabling post-departure solicitation were acquired exclusively during employment, and the Board's framework does not fully resolve this instability. The Former-Client Solicitation Permissibility principle holds that Engineer A may freely solicit Engineer B's former clients after departure, but this permissibility is premised on a clean temporal break that does not exist in practice. The very knowledge of which clients to contact, what their project needs are, and how to frame a competitive pitch was acquired during employment. The Specialized Knowledge Constraint acknowledges this problem but applies it only conditionally and without specifying how it interacts with the post-departure permissibility rule. A more coherent framework would distinguish between general professional knowledge of client relationships - which Engineer A legitimately carries as part of professional experience - and specific proprietary intelligence about ongoing projects, budgets, and decision-making processes, which should remain subject to a confidentiality constraint even after departure. The Board's binary temporal framework - prohibited before termination, permitted after - is administratively clear but ethically underinclusive, as it does not account for the qualitative nature of the knowledge being deployed in post-departure competition.
AnalyticalThe interaction between the Former-Client Solicitation Permissibility principle and the Specialized Knowledge Constraint reveals that the Board treated the temporal boundary of employment as the primary ethical dividing line for competitive solicitation, while leaving the specialized knowledge problem structurally unresolved. The Board acknowledged that Engineer A would be free to solicit Engineer B's former clients after departure, and that no written non-compete agreement existed, but it also noted the risk that Engineer A might use specialized knowledge gained during employment to target those clients. Rather than establishing a clear rule about whether employment-acquired client knowledge taints post-departure solicitation, the Board effectively deferred that question by finding the pre-departure solicitation unethical on faithful agent grounds alone. This deferral means the case does not resolve whether the specialized knowledge constraint survives the termination of employment or whether it evaporates once the faithful agent duty ends. The case therefore teaches that when the Board can resolve an ethical question on narrower grounds - the timing of solicitation relative to employment status - it will avoid adjudicating the harder question of whether knowledge acquired during employment creates a permanent competitive disadvantage for the departing engineer. The temporal boundary is treated as a bright line precisely because the knowledge-taint question has no clean answer.
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.
Theoretical (4)

From a deontological perspective, did Engineer A violate a categorical duty of loyalty to Engineer B by soliciting Engineer B's current clients during the notice period, regardless of whether Engineer B had initiated the termination and regardless of whether no written non-compete agreement existed?

AnalyticalIn response to Q301: From a deontological perspective, Engineer A violated a categorical duty of loyalty to Engineer B by soliciting Engineer B's current clients during the notice period, regardless of whether Engineer B initiated the termination and regardless of the absence of a written non-compete agreement. The Kantian categorical imperative requires that one act only according to maxims that could be universalized without contradiction. If every employee who received a termination notice immediately began soliciting the employer's current clients while still employed, the institution of employment - and the trust relationships on which it depends - would be systematically undermined. The faithful agent duty under Section I.4 is precisely such a categorical obligation: it does not admit of exceptions based on the circumstances of departure or the absence of contractual restrictions. The deontological analysis also highlights the wrongness of using the employer's own client relationships - relationships Engineer A accessed only by virtue of employment - as instruments for competitive self-promotion during the employment period. This instrumentalization of the employer's relational assets for Engineer A's benefit, without consent, violates the duty to treat the employer as an end in itself rather than merely as a means to Engineer A's career advancement.

From a consequentialist perspective, did Engineer A's pre-departure solicitation of Engineer B's clients produce net harm across all affected parties - Engineer B's business goodwill, the clients' informed decision-making, and the broader engineering profession's trustworthiness - that outweighed any benefit Engineer A gained from early competitive positioning?

AnalyticalIn response to Q302: From a consequentialist perspective, Engineer A's pre-departure solicitation of Engineer B's clients produced net harm across affected parties that outweighed the competitive positioning benefit Engineer A gained. For Engineer B, the harm is direct and concrete: the goodwill embedded in client relationships - built through years of service and investment - was actively eroded by an employee still drawing compensation from the firm. For Engineer B's clients, the harm is subtler but real: clients who received Engineer A's solicitation while Engineer A was still employed by Engineer B were placed in an awkward position, potentially receiving incomplete or strategically framed information about Engineer A's departure circumstances, and were denied the benefit of a fully transparent competitive marketplace. For the engineering profession broadly, the harm is reputational: if departing engineers routinely solicit current employer clients during notice periods, the profession's trustworthiness as a whole is diminished, increasing transaction costs for all clients who must now be more guarded in sharing project information with engineers. Against these harms, the benefit to Engineer A - earlier competitive positioning - is modest and could have been achieved through ethically permissible means by waiting until after actual termination. The consequentialist calculus therefore supports the Board's finding of a violation.

From a virtue ethics perspective, did Engineer B demonstrate the professional virtue of honesty when distributing a brochure listing Engineer A as a key employee during the notice period without proactively disclosing Engineer A's pending termination to prospective clients, and does the Board's conditional permissibility ruling adequately capture the character standard expected of a firm principal?

AnalyticalThe Board's conditional permissibility ruling implicitly treats the notice period as a morally neutral interval during which Engineer B's business interests in using existing marketing materials are balanced against prospective clients' interests in accurate information. However, from a virtue ethics perspective, a firm principal who knowingly distributes a brochure listing a departing employee as a 'key employee' - even with oral qualification - is not demonstrating the professional virtue of honesty but rather managing a misrepresentation at the minimum acceptable threshold. The character standard expected of a firm principal goes beyond technical compliance with a disclosure requirement: it demands that the principal take affirmative steps to ensure that the overall impression conveyed to prospective clients is accurate. A brochure listing Engineer A as a key employee, combined with a verbal note that Engineer A 'may be leaving,' does not convey an accurate overall impression - it conveys a firm with a key employee who has some uncertainty about tenure, which is materially different from a firm that has already issued a termination notice to that employee. The Board's conditional permissibility ruling is legally defensible as a minimum ethical floor but does not represent the full character standard the profession should aspire to.
AnalyticalIn response to Q303: From a virtue ethics perspective, Engineer B did not fully demonstrate the professional virtue of honesty when distributing the brochure during the notice period without proactively disclosing Engineer A's pending termination, and the Board's conditional permissibility ruling captures only the minimum ethical threshold rather than the character standard expected of a firm principal. A person of genuine professional integrity - one who embodies honesty as a character trait rather than merely complying with disclosure rules when directly asked - would not distribute marketing materials known to contain a material inaccuracy without simultaneously and proactively correcting that inaccuracy in writing. The Board's ruling that oral disclosure during active negotiations is sufficient reflects a pragmatic accommodation of business realities, but it does not reflect the virtue of honesty as a positive character disposition. A firm principal who truly values transparency would recognize that prospective clients who receive the brochure but do not yet enter active negotiations are being misled, and would take steps - such as an errata sheet or written addendum - to prevent that misleading impression from forming. The conditional permissibility ruling is therefore better understood as establishing a floor of ethical compliance rather than a ceiling of professional virtue.

From a deontological perspective, does Engineer B's continued post-termination distribution of a brochure listing Engineer A as a key employee constitute a categorical misrepresentation of fact that violates a duty of honesty owed simultaneously to prospective clients, to Engineer A whose professional identity is being exploited without consent, and to the engineering profession at large?

AnalyticalIn response to Q304: From a deontological perspective, Engineer B's continued post-termination distribution of a brochure listing Engineer A as a key employee constitutes a categorical misrepresentation of fact that violates a duty of honesty owed simultaneously to prospective clients, to Engineer A, and to the engineering profession. The duty of honesty, as a categorical obligation, does not admit of exceptions based on logistical inconvenience or the cost of reprinting brochures. Engineer B's post-termination conduct involves three distinct deontological wrongs. First, prospective clients are deceived about the personnel composition of the firm they are considering hiring, a deception that directly affects their ability to make informed contracting decisions. Second, Engineer A's professional identity and credentials are being exploited without consent to attract business to a firm Engineer A no longer represents, violating Engineer A's right to control the use of Engineer A's own professional reputation. Third, the engineering profession's collective commitment to honest representation - embodied in Sections II.5.a and III.3.a - is undermined when a firm principal knowingly distributes inaccurate personnel information. The Board's absolute prohibition on post-termination brochure distribution is therefore not merely a pragmatic rule but a deontologically necessary conclusion: no competing consideration can justify the knowing misrepresentation of material facts to prospective clients.
Cross-cutting analytical questions (4)

These questions consider the case as a whole rather than a specific board question above.

Counterfactual (4)

Would Engineer A's pre-departure solicitation of Engineer B's clients have been ethically permissible if Engineer A had first fully disclosed to Engineer B the intent to solicit those specific clients, obtained Engineer B's acknowledgment, and notified the clients openly rather than covertly - thereby satisfying the faithful agent duty while still exercising competitive mobility rights?

AnalyticalIn response to Q401: Engineer A's pre-departure solicitation of Engineer B's clients would have been substantially more defensible ethically - though not necessarily fully permissible - if Engineer A had first fully disclosed to Engineer B the intent to solicit those specific clients, obtained Engineer B's acknowledgment, and notified clients openly rather than covertly. Full prior disclosure to Engineer B would have satisfied the core of the faithful agent duty by eliminating the element of concealment and allowing Engineer B to make informed decisions about the notice period arrangement. Open notification to clients - as opposed to covert solicitation - would have respected the clients' right to make informed choices without the distortion created by Engineer A's insider position. However, even with these safeguards, a residual ethical concern would remain: Engineer A would still be using the employment relationship as a platform for competitive self-promotion, and Engineer B's clients would still be receiving competitive solicitations from someone who was simultaneously performing work on Engineer B's behalf. The most ethically clean resolution would have been for Engineer A to wait until after actual termination to solicit clients, even if that meant a competitive disadvantage. Full disclosure and open conduct would mitigate but not eliminate the ethical tension inherent in soliciting a current employer's clients during active employment.

Would the Board's ethical assessment of Engineer A's solicitation conduct have differed if Engineer A had waited until after actual termination to contact Engineer B's former clients, and does the timing of Engineer B's termination notice create a morally relevant asymmetry that should have shifted the ethical balance in Engineer A's favor?

AnalyticalIn response to Q402: The Board's ethical assessment of Engineer A's solicitation conduct would not have differed materially if Engineer A had waited until after actual termination to contact Engineer B's former clients, and the timing of Engineer B's termination notice does not create a morally relevant asymmetry sufficient to shift the ethical balance in Engineer A's favor during the notice period. After actual termination, Engineer A would be entirely free to solicit former clients under the Former-Client Solicitation Permissibility principle, and no ethical violation would arise. The moral asymmetry argument - that Engineer B's decision to terminate Engineer A at will should accelerate Engineer A's competitive freedom - is appealing but ultimately unpersuasive for the reasons discussed in response to Q102. What the termination notice does create is a legitimate basis for Engineer A to begin internal planning for a new firm, to consult with legal counsel about non-compete obligations, and to prepare marketing materials - all without crossing into active solicitation of current clients. The ethical boundary is between preparation and solicitation, not between employer-initiated and employee-initiated departures. The Board's framework correctly maintains this boundary regardless of who initiated the departure.

Would Engineer B's distribution of the brochure during the notice period have been unconditionally ethical - rather than conditionally ethical - if Engineer B had proactively issued an errata sheet or written addendum to all prospective clients disclosing Engineer A's pending departure at the time of each brochure distribution, rather than relying on oral disclosure only during active negotiations?

AnalyticalIn response to Q403: Engineer B's distribution of the brochure during the notice period would have been closer to unconditionally ethical - though still not entirely free of concern - if Engineer B had proactively issued a written errata sheet or addendum to all prospective clients at the time of each brochure distribution, rather than relying on oral disclosure only during active negotiations. Written correction at the point of distribution would satisfy the Proactive Marketing Material Accuracy Obligation more fully than oral disclosure, because it would reach all recipients of the brochure regardless of whether they entered active negotiations, it would create a documented record of the disclosure, and it would prevent the formation of a misleading impression in the minds of prospective clients who read the brochure but did not immediately contact Engineer B. The Board's conditional permissibility ruling is best understood as a pragmatic minimum: it acknowledges that immediate reprinting is not always feasible but does not endorse oral-only disclosure as the ideal standard. A written errata sheet is a low-cost mechanism that Engineer B could have deployed without significant burden, and its use would have more fully aligned Engineer B's conduct with the honesty and accuracy obligations embedded in Sections III.3.a and II.5.a. The Board's ruling leaves room for this higher standard without requiring it.

Would Engineer B's post-termination brochure distribution have remained ethically impermissible even if Engineer A had been listed as a non-key, peripheral employee rather than a key employee, and does the Board's absolute prohibition on post-termination brochure use depend on the materiality of the listed employee's role to prospective clients' contracting decisions?

AnalyticalThe Board's absolute prohibition on post-termination brochure distribution raises but does not resolve the question of whether the prohibition's force depends on the materiality of the listed employee's role to prospective clients' contracting decisions. The Board's ruling was premised on Engineer A being listed as a 'key employee,' a designation that is inherently material to a prospective client evaluating whether to engage the firm. However, the Board did not articulate whether the same absolute prohibition would apply if Engineer A had been listed as a peripheral or non-key employee whose departure would be unlikely to influence a prospective client's decision. The dual-element misrepresentation test - requiring both a misrepresentation of pertinent fact and a purpose to deceive - suggests that the ethical severity of post-termination brochure use should scale with the materiality of the departed employee's listed role. A brochure listing a departed key employee as currently affiliated is a categorical misrepresentation of a fact that is directly relevant to client decision-making and therefore warrants absolute prohibition. A brochure listing a departed peripheral employee might constitute a technical inaccuracy without rising to the level of a pertinent misrepresentation, depending on the circumstances. The Board's failure to articulate this materiality threshold leaves the standard potentially over-inclusive in low-stakes cases and under-theorized in high-stakes ones.
AnalyticalIn response to Q404: Engineer B's post-termination brochure distribution would likely remain ethically impermissible even if Engineer A had been listed as a non-key, peripheral employee rather than a key employee, though the severity of the violation and its practical impact on prospective clients' contracting decisions would be diminished. The Board's absolute prohibition on post-termination brochure use is grounded in the categorical honesty obligation under Sections II.5.a and III.3.a, which prohibit misrepresentation of material facts regardless of the degree of materiality. However, the Pertinent Fact Dual-Element Test applied by the Board does incorporate a materiality assessment: a misrepresentation must be both false and pertinent to the client's decision-making to constitute a full ethical violation. For a non-key, peripheral employee, the pertinence element would be weaker - prospective clients are less likely to rely on the listed participation of a peripheral employee in making contracting decisions. This suggests that while the post-termination brochure distribution would remain technically impermissible as a false statement of fact, the ethical gravity of the violation would be calibrated to the materiality of the listed employee's role. The Board's absolute prohibition is therefore best understood as applying with full force to key employees whose listed participation is material to client decisions, while the same conduct involving peripheral employees, though still impermissible, would represent a less serious violation.
Decisions & Arguments (6)
View Extraction

Should Engineer A solicit Engineer B's current clients for a new competing firm during the notice period, or refrain from solicitation until after actual termination?

Options considered:
O1 Refrain from contacting Engineer B's current clients during the notice period; use the interim time for internal planning, legal consultation, and preparation of marketing materials, then solicit former clients only after the employment relationship has fully concluded. Board's choice
O2 Notify Engineer B's current clients of the new firm during the notice period, reasoning that Engineer B's employer-initiated termination dissolved the reciprocal loyalty foundation and that at-will employment symmetry permits immediate competitive positioning.
O3 Inform Engineer B of the intent to solicit specific clients before making contact, thereby satisfying the disclosure component of the faithful agent duty while still exercising competitive mobility rights during the notice period with Engineer B's knowledge.
Argument structure:
Warrants

The Faithful Agent Trustee Duty (Section I.4) requires loyalty, good faith, and disclosure throughout the employment relationship until actual departure, prohibiting covert competitive solicitation of current clients. The Questionable Competition Methods Prohibition (Section III.7) independently bars competitive conduct that undermines professional trust. Against these, the At-Will Employment Symmetry principle argues that because Engineer B could terminate Engineer A at will, Engineer A should be free to begin competitive positioning immediately upon receiving notice; and the Employer-Initiated Termination Notice Pre-Departure Client Solicitation Permissibility Obligation argues that the involuntary nature of the departure reduces the loyalty constraint.

Rebuttals

Uncertainty is created by the employer-initiated nature of the termination: if Engineer B's unilateral decision to terminate constructively dissolved the reciprocal trust foundation of the employment relationship, the argument that Engineer A owes undiminished loyalty during the notice period is weakened. Additionally, no written non-compete agreement existed, and clients have an absolute right to choose their engineer, which could be framed as Engineer A merely informing clients of a choice they are entitled to make.

Grounds

On November 15, 1982, Engineer B notified Engineer A of termination for lack of work. Engineer A thereupon, while still actively employed and drawing compensation, notified Engineer B's current clients that Engineer A was planning to start a new firm and would appreciate being considered for future work. Engineer A continued working for Engineer B for several additional months after the notice.

Current-Client Covert Solicitation During Active Employment Prohibition Obligation Faithful Agent Trustee Duty Invoked Against Engineer A Current Client Solicitation

Should Engineer A disclose to Engineer B that Engineer A is actively soliciting Engineer B's current clients during the notice period, or proceed with solicitation without informing Engineer B?

Options considered:
O1 Inform Engineer B before or contemporaneously with client contact that Engineer A is notifying clients of the new firm, satisfying the affirmative disclosure component of the faithful agent duty and allowing Engineer B to make informed decisions about the notice period arrangement. Board's choice
O2 Contact Engineer B's clients without informing Engineer B, reasoning that the employer-initiated termination dissolved the reciprocal trust basis for the disclosure obligation and that advance notice would expose Engineer A to retaliation or accelerated termination.
O3 Notify clients only that Engineer A is starting a new firm and is available for future work, without leveraging specific insider knowledge of client project needs or vulnerabilities, and without disclosing the solicitation to Engineer B, treating the general announcement as categorically different from targeted competitive solicitation.
Argument structure:
Warrants

The faithful agent duty under Section I.4 encompasses an affirmative duty of candor and disclosure, not merely a duty to refrain from harmful acts; concealing competitive solicitation from the employer independently violates this duty by denying Engineer B the opportunity to take protective measures or accelerate the transition. The Specialized Knowledge Constraint further requires consent before using project-specific client intelligence to solicit competing work. Against these, the Employer-Initiated Termination Permissibility Obligation argues that the involuntary displacement removes the voluntary-departure loyalty constraint, and that disclosure to Engineer B could expose Engineer A to retaliation or accelerated termination without compensation.

Rebuttals

Uncertainty arises because if the solicitation itself were deemed ethical under the at-will symmetry argument, the disclosure obligation might be correspondingly reduced: an ethical act may not require advance notice to the employer. Additionally, requiring disclosure of competitive intent to a terminating employer creates a practical asymmetry: Engineer B has already decided to terminate Engineer A, so disclosure may serve Engineer B's interests at Engineer A's competitive expense without meaningful reciprocal benefit.

Grounds

Engineer A received a termination notice from Engineer B in November 1982 and immediately began notifying Engineer B's current clients of the new firm, while continuing to work for Engineer B for several additional months. There is no indication that Engineer A disclosed this solicitation activity to Engineer B. Engineer A also possessed insider knowledge of Engineer B's client roster, project needs, and relationship dynamics acquired exclusively through employment.

Pre-Departure Competitive Solicitation Employer Disclosure Obligation Employer-Initiated Termination Notice Pre-Departure Client Solicitation Permissibility Obligation

Should Engineer B accompany each brochure distribution during the notice period with a written errata sheet disclosing Engineer A's pending departure, or is oral disclosure during active client negotiations sufficient to satisfy the honesty obligation?

Options considered:
O1 Accompany every brochure distributed during the notice period with a written errata sheet or cover letter disclosing Engineer A's pending departure, ensuring all recipients, not only those in active negotiations, receive accurate personnel information and creating a documented record of disclosure.
O2 Continue distributing the existing brochure without modification but verbally inform each prospective client of Engineer A's pending termination during active negotiation sessions, treating oral disclosure as sufficient to cure the misrepresentation risk for clients who are actually evaluating the firm. Board's choice
O3 Cease distributing the existing brochure immediately upon issuing the termination notice and withhold marketing materials until a corrected version omitting Engineer A's name can be printed, accepting the temporary competitive disadvantage of reduced marketing activity during the notice period.
Argument structure:
Warrants

The Notice-Period Brochure Distribution Conditional Permissibility principle holds that continued distribution is not per se unethical during the notice period because Engineer A remains employed, provided Engineer B discloses the pending departure during active negotiations. The Proactive Marketing Material Accuracy Obligation and the Heightened Disclosure Obligation for key-employee listings argue that oral disclosure during negotiations is insufficient because it reaches only clients already in active discussions, leaves no documentary record, and fails to correct the misleading written impression for all other brochure recipients. The honesty principle under Sections II.5.a and III.3.a demands that marketing materials not create materially false impressions.

Rebuttals

Uncertainty is created by the logistical difficulty of immediately reprinting brochures and the impracticability of inserting formal addenda in every copy already distributed. The Board acknowledged that oral disclosure during active negotiations is both practicable and ethically required, suggesting that the minimum threshold is satisfied by verbal correction at the point of negotiation. Whether a higher written-correction standard is ethically required, rather than merely aspirationally preferable, remains contested.

Grounds

After issuing the November 1982 termination notice to Engineer A, Engineer B continued to distribute a previously printed brochure listing Engineer A as one of Engineer B's key employees. Engineer A remained actively employed during the notice period. Prospective clients receiving the brochure might rely on Engineer A's listed availability as a key employee when making firm selection decisions.

Notice-Period Key-Employee Brochure Distribution Heightened Disclosure Obligation Notice-Period Active-Negotiation Key-Employee Departure Disclosure Obligation

Must Engineer B immediately cease distributing all brochures listing Engineer A as a key employee upon Engineer A's actual termination, or may Engineer B continue distributing previously printed materials while arranging for reprinting?

Options considered:
O1 Stop distributing any version of the brochure listing Engineer A as a key employee the moment Engineer A's employment formally ends, accepting a temporary gap in marketing materials until a corrected brochure can be printed, regardless of cost or competitive inconvenience. Board's choice
O2 Continue distributing the existing brochure after Engineer A's actual termination while verbally informing prospective clients during negotiations that Engineer A has since departed, applying the same oral-disclosure standard used during the notice period as a transitional measure until reprinting is complete.
O3 Immediately withdraw the existing brochure from active distribution and issue a written notice to all prospective clients who received the brochure during the notice period informing them of Engineer A's departure, while expediting reprinting of corrected materials.
Argument structure:
Warrants

The Post-Actual-Termination Brochure Continued Use Absolute Prohibition Principle establishes that no permissibility extends beyond the date of actual termination: once the engineer has departed, continued distribution constitutes an unambiguous misrepresentation of a pertinent fact regardless of cost or inconvenience. The Honesty Principle under Sections II.5.a and III.3.a prohibits false statements in professional representations. The Pertinent Fact Misrepresentation Dual-Element Test confirms that listing a departed key employee satisfies both elements: falsity and pertinence to client decision-making. Against these, Engineer B might argue that logistical constraints prevented immediate recall of distributed materials and that the initial distribution during the notice period was not intended to deceive.

Rebuttals

The absolute prohibition may be subject to rebuttal if Engineer B lacked actual knowledge that distribution was continuing after termination, or if logistical constraints genuinely prevented immediate recall of materials already in circulation. However, the Board treated these as non-excusing factors: the absence of intent to deceive does not cure the misrepresentation, and logistical difficulty does not justify continued distribution of materially false personnel information.

Grounds

Engineer B continued to use the previously printed brochure listing Engineer A as a key employee well after Engineer A was actually terminated. At the point of actual termination, Engineer A was no longer an employee in any capacity, rendering the listing a false statement of present fact. The brochure's key-employee designation signaled to prospective clients that Engineer A's expertise was central to the firm's qualifications.

Post-Actual-Termination Brochure Continued Use Absolute Prohibition Principle Engineer B Logistical Difficulty Non-Excuse Brochure Correction Delay

Should Engineer A take affirmative steps to correct Engineer B's post-termination brochure misrepresentation, by formally demanding Engineer B cease distribution or notifying affected clients directly, or treat the correction obligation as resting solely with Engineer B?

Options considered:
O1 Send a written demand to Engineer B requiring immediate cessation of brochure distribution listing Engineer A as a current key employee, documenting the demand and reserving the right to notify affected clients directly if Engineer B fails to comply within a reasonable time. Board's choice
O2 Take no affirmative action regarding Engineer B's continued brochure use, reasoning that primary ethical responsibility for accurate marketing materials rests entirely with Engineer B as the distributing party and that Engineer A has no practical authority over Engineer B's distribution channels post-departure.
O3 Proactively contact prospective clients known to have received Engineer B's brochure to clarify that Engineer A is no longer affiliated with Engineer B's firm, simultaneously protecting Engineer A's professional reputation and correcting the misrepresentation at the point of client reliance.
Argument structure:
Warrants

Section II.5.a prohibits engineers from permitting misrepresentation of their qualifications or associations; Engineer A's silence in the face of known misrepresentation arguably constitutes permission by omission. Engineer A's professional reputation is being exploited without consent, potentially associating Engineer A with projects or commitments Engineer A cannot fulfill. Against these, Engineer A has no control over Engineer B's distribution channels post-termination, and the primary ethical responsibility for correcting the brochure rests with Engineer B as the distributing party; requiring Engineer A to police Engineer B's marketing materials imposes a burden on the departed engineer that may exceed the scope of II.5.a.

Rebuttals

Uncertainty arises because Engineer A's ability to correct the misrepresentation is limited post-departure: Engineer A cannot recall brochures already distributed and has no authority over Engineer B's marketing operations. The rebuttal condition, that Engineer A has no practical mechanism to prevent Engineer B's distribution, could negate the affirmative duty, yet Engineer A's independent professional interest in accurate representation of associations creates at least a secondary obligation to demand correction from Engineer B in writing.

Grounds

After Engineer A's actual termination, Engineer B continued distributing a brochure listing Engineer A as a current key employee. Engineer A's professional identity and credentials were being used without consent to attract clients to a firm Engineer A no longer represented. Prospective clients might assume Engineer A remained affiliated with Engineer B's firm and decline to engage Engineer A's new competing firm, harming Engineer A's competitive position and professional reputation.

Departed Engineer Credential Misuse Correction Obligation Applied to Engineer A Engineer B Post-Actual-Departure Brochure Cessation Absolute BER-82

Should Engineer A limit client solicitation to contacts made without leveraging insider knowledge of Engineer B's client project needs and vulnerabilities, or may Engineer A use all employment-acquired client intelligence to identify and target solicitation efforts?

Options considered:
O1 Limit client outreach to contacts identifiable through publicly available sources, directories, prior public project records, professional networks, without leveraging insider knowledge of specific project needs, budgets, or decision-making vulnerabilities acquired through employment with Engineer B. Board's choice
O2 Deploy full knowledge of Engineer B's client roster, project pipelines, and relationship dynamics to craft targeted solicitations, reasoning that this knowledge is inseparable from Engineer A's general professional experience and that no consent requirement applies absent a written confidentiality agreement.
O3 Inform Engineer B of the intent to use employment-acquired client knowledge in solicitation efforts and seek Engineer B's acknowledgment before making client contact, satisfying the disclosure component of Section III.4.a while preserving Engineer A's ability to compete using professional knowledge developed during employment.
Argument structure:
Warrants

The Specialized Knowledge Constraint establishes that project-specific client intelligence constitutes proprietary relational capital belonging to Engineer B's firm; using it to craft targeted solicitations goes beyond mere professional mobility and requires consent under Section III.4.a. The Current-Employment Specialized Knowledge Disclosure Obligation Before Competitive Use is at its strongest during active employment when the duty of loyalty is highest. Against these, the general professional knowledge of client relationships is legitimately portable as part of Engineer A's professional experience, and no bright line distinguishes general relationship knowledge from specific project intelligence; requiring consent for all employment-acquired knowledge would effectively prohibit any post-departure competition.

Rebuttals

Uncertainty is created by the difficulty of distinguishing between general professional knowledge of client relationships, which Engineer A legitimately carries as professional experience, and specific proprietary intelligence about ongoing projects, budgets, and decision-making processes. If Engineer A solicited only on the basis of publicly known client contact information without leveraging specific project vulnerabilities, the specialized knowledge constraint might not be triggered, making the ethical analysis depend on the granularity of the knowledge actually deployed.

Grounds

Engineer A possessed insider knowledge of Engineer B's client roster, specific project needs, pending work, and relationship dynamics acquired exclusively through employment. Engineer A used this knowledge to identify and contact Engineer B's current clients during the notice period. Section III.4.a requires consent of all interested parties before promoting new employment arrangements using information or relationships developed during current employment.

Engineer A Specialized Knowledge Post-Departure Competition Constraint Current-Employment Specialized Knowledge Disclosure Obligation Before Competitive Use
Event Timeline (11)
11 sequenced 5 actions 6 events
Case timeline
Engineer B formally notified Engineer A of pending termination due to lack of work, triggering a chain of ethical obligations for both parties. This was a deliberate managerial decision with foreseeable consequences for firm operations and personnel conduct.
Fulfills (2)
  • Provided advance notice of termination to employee
  • Acted within managerial authority to make staffing decisions
Engineer A receives formal notification of pending termination due to lack of work, creating a legally and ethically ambiguous interim employment period. This event marks the beginning of a transitional phase with competing obligations for both parties.
Following the termination notice, Engineer A continues working for Engineer B for several additional months, creating an extended period of dual obligation where Engineer A is simultaneously a current employee and a prospective competitor. This period becomes the central ethical battleground of the case.
As a consequence of Engineer A's continued employment and client-facing role during the notice period, Engineer A retains access to Engineer B's current client relationships, contact information, and proprietary knowledge about client needs. This access becomes the enabling condition for subsequent solicitation.
During the interim period after issuing Engineer A's termination notice but before actual termination, Engineer B distributed a previously printed brochure listing Engineer A as a key employee to prospective clients without disclosing Engineer A's pending departure. This constituted a misrepresentation of pertinent facts about firm personnel.
Violates (3)
  • Prohibition on misrepresenting pertinent facts in promotional materials (Section II.5.a.)
  • Duty to avoid statements likely to create unjustified expectations (Section III.3.a.)
  • Obligation to inform prospective clients during negotiations of Engineer A's pending termination
As a result of Engineer B distributing brochures listing Engineer A as a key employee during the notice period, clients and prospective clients receive materially false information about the firm's personnel. This misrepresentation affects third-party decision-making and constitutes a breach of honest representation obligations.
While still employed by Engineer B and shortly after receiving termination notice, Engineer A contacted Engineer B's current clients to announce plans to start a new firm and solicit future work, without informing Engineer B. This constituted a breach of the duty of loyalty and faithful agency owed to a current employer.
At stake (1)
  • Duty not to use proprietary client information or specialized knowledge without full disclosure to employer (Section III.4.a.)
Violates (5)
  • Duty to act as a faithful agent and trustee to the employer (Section I.4.)
  • Duty of loyalty to current employer
  • Duty of good faith to current employer
  • Duty of disclosure to employer regarding competitive activities (Section I.4.)
  • Prohibition on competing with employer using questionable methods (Section III.7.)
During the period of soliciting Engineer B's current clients while still employed, Engineer A faced the decision of whether to disclose to Engineer B any specialized or proprietary client knowledge being leveraged in solicitation efforts. The facts do not confirm whether such knowledge was used, but the Board analyzed this as a distinct ethical decision point.
Violates (3)
  • Duty not to use proprietary information, trade secrets, or confidential client information without full disclosure to employer (Section III.4.a.)
  • Duty of loyalty and good faith to employer (Section I.4.)
  • Duty of disclosure to all interested parties regarding use of specialized knowledge
Engineer A's employment with Engineer B formally ends, marking a definitive shift in the legal and ethical relationship between the parties. This event resets the obligation landscape: some duties of loyalty dissolve while others, particularly around confidentiality and honest representation, persist.
Well after Engineer A had been formally terminated, Engineer B continued to distribute the promotional brochure listing Engineer A as a key employee without correction or withdrawal. The Board found this to be a clear and unambiguous ethical violation constituting misrepresentation of pertinent facts with intent to enhance the firm's qualifications.
Violates (4)
  • Prohibition on misrepresenting pertinent facts in promotional materials with intent to enhance qualifications (Section II.5.a.)
  • Duty to cease using brochure containing Engineer A's name immediately upon formal termination
  • Duty to avoid statements containing material misrepresentation or omitting material facts (Section III.3.a.)
  • Duty to avoid statements intended or likely to create an unjustified expectation (Section III.3.a.)
After Engineer A's formal termination, Engineer B's continued use of brochures listing Engineer A as a key employee transforms from a negligent misrepresentation into a knowing and ongoing deception. The post-termination continuation of the same misrepresentation represents a qualitatively more serious ethical violation.
Narrative (3 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 professional employed at Engineer B's firm. On November 15, 1982, Engineer B informed you that your position would be eliminated due to lack of work, though you continued working at the firm for several additional months following that notice. During this period, Engineer B distributed a previously printed brochure listing you as one of the firm's key employees, presenting you to prospective clients as an active and available member of the team. You are now weighing how to conduct yourself toward Engineer B's clients during the remaining notice period, and what obligations you may have regarding Engineer B's ongoing use of marketing materials that include your name. The choices you make in the coming weeks will carry professional and ethical consequences for both you and Engineer B.

Main characters (3)

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: Pre-Departure Client-Soliciting Termination-Notified EngineerBrochure-Misrepresented Departing EngineerSpecialized-Knowledge-Exploiting Departing Employee

Guided by: Faithful Agent Trustee Duty Invoked Against Engineer A Current Client Solicitation, Specialized Knowledge Constraint Conditional Application to Engineer A, Notice-Period Brochure Distribution Conditional Permissibility Applied to Engineer B

Tension between Departed Engineer Credential Misuse Correction Obligation Applied to Engineer A and Engineer B Post-Actual-Departure Brochure Cessation Absolute BER-82

Attaches to role: Pre-Departure Client-Soliciting Termination-Notified Engineer

Tension between Current-Client Covert Solicitation During Active Employment Prohibition Obligation and Faithful Agent Trustee Duty Invoked Against Engineer A Current Client Solicitation

Attaches to role: Pre-Departure Client-Soliciting Termination-Notified Engineer

When an employer initiates termination and issues a notice period, Engineer A acquires a recognized permissibility to begin soliciting clients pre-departure — yet the faithful agent doctrine simultaneously constrains active solicitation during that same notice period. These two norms pull in opposite directions: the permissibility obligation recognizes that an employer-initiated termination shifts the moral calculus in the engineer's favor, while the faithful agent boundary insists that until actual departure the engineer still owes undivided loyalty. Fulfilling the solicitation permissibility (acting on the right to compete) risks breaching the faithful agent duty; strictly honoring the faithful agent duty may leave Engineer A unable to exercise a right the ethics framework itself acknowledges.

Attaches to role: Pre-Departure Client-Soliciting Termination-Notified Engineer

The tripartite balancing obligation requires Engineer A to weigh and give fair consideration to three sets of interests — the employer's, the client's, and the public's — when deciding how to conduct departure-related solicitation. However, the specialized-knowledge solicitation restriction constrains Engineer A from leveraging confidential or project-specific knowledge gained during employment to solicit clients, both during and after the employment relationship. The tension arises because genuinely balancing tripartite interests may require Engineer A to draw on deep project familiarity (which is inseparable from specialized knowledge) to serve clients well, yet doing so triggers the restriction. The constraint effectively narrows the informational basis on which balanced judgment can be exercised, making full compliance with both norms simultaneously difficult.

Attaches to role: Pre-Departure Client-Soliciting Termination-Notified Engineer

Tension between Engineer A Specialized Knowledge Post-Departure Competition Constraint and Current-Employment Specialized Knowledge Disclosure Obligation Before Competitive Use

Attaches to role: Pre-Departure Client-Soliciting Termination-Notified Engineer
Engineer B Roles in this case: Brochure-Misrepresenting Terminating EmployerBrochure-Misrepresenting Terminating Employer Engineer

Tension between Departed Engineer Credential Misuse Correction Obligation Applied to Engineer A and Engineer B Post-Actual-Departure Brochure Cessation Absolute BER-82

Attaches to role: Brochure-Misrepresenting Terminating Employer

During the notice period, Engineer B's firm faces a heightened disclosure obligation: if it distributes brochures featuring a key employee who is known to be departing, it must affirmatively disclose that pending departure to prospective clients. Yet the absolute prohibition constraint bars any distribution of such brochures once actual termination has occurred. The tension is temporal and operational: the boundary between 'notice period' and 'post-departure' may be blurry in practice (e.g., brochures already in circulation, proposals submitted just before departure date), and the firm must navigate a narrow corridor where disclosure suffices on one side of the line but distribution itself becomes impermissible on the other. Misjudging the timing converts a disclosure obligation into an absolute prohibition violation, creating a high-stakes compliance cliff.

Attaches to role: Brochure-Misrepresenting Terminating Employer

Tension between Post-Actual-Termination Brochure Continued Use Absolute Prohibition Principle and Engineer B Logistical Difficulty Non-Excuse Brochure Correction Delay

Attaches to role: Brochure-Misrepresenting Terminating Employer
Engineer B's Roles in this case: Current Clients Prospective Brochure-RelyingClients Prospective Engineering Services Client Relying on Firm Brochure

During the notice period, Engineer B's firm faces a heightened disclosure obligation: if it distributes brochures featuring a key employee who is known to be departing, it must affirmatively disclose that pending departure to prospective clients. Yet the absolute prohibition constraint bars any distribution of such brochures once actual termination has occurred. The tension is temporal and operational: the boundary between 'notice period' and 'post-departure' may be blurry in practice (e.g., brochures already in circulation, proposals submitted just before departure date), and the firm must navigate a narrow corridor where disclosure suffices on one side of the line but distribution itself becomes impermissible on the other. Misjudging the timing converts a disclosure obligation into an absolute prohibition violation, creating a high-stakes compliance cliff.

Attaches to role: Clients Prospective Engineering Services Client Relying on Firm Brochure

The tripartite balancing obligation requires Engineer A to weigh and give fair consideration to three sets of interests — the employer's, the client's, and the public's — when deciding how to conduct departure-related solicitation. However, the specialized-knowledge solicitation restriction constrains Engineer A from leveraging confidential or project-specific knowledge gained during employment to solicit clients, both during and after the employment relationship. The tension arises because genuinely balancing tripartite interests may require Engineer A to draw on deep project familiarity (which is inseparable from specialized knowledge) to serve clients well, yet doing so triggers the restriction. The constraint effectively narrows the informational basis on which balanced judgment can be exercised, making full compliance with both norms simultaneously difficult.

Attaches to role: Current Clients Prospective Brochure-Relying

These tensions did not map cleanly to a single character.

Tension between Notice-Period Key-Employee Brochure Distribution Heightened Disclosure Obligation and Notice-Period Active-Negotiation Key-Employee Departure Disclosure Obligation

Potential tension between Current-Client Covert Solicitation During Active Employment Prohibition Obligation and Pre-Departure Competitive Solicitation Employer Disclosure Obligation

Tension between Pre-Departure Competitive Solicitation Employer Disclosure Obligation and Employer-Initiated Termination Notice Pre-Departure Client Solicitation Permissibility Obligation

Opening States (10)
Pending Employee Departure Prospective Client Disclosure Obligation State Covert Competitive Solicitation Without Employer Disclosure State Engineer A Pending Termination Active Employment Engineer B Brochure Intent-Differentiated Misrepresentation Assessment Engineer B Interim Negotiation Pending-Departure Disclosure Obligation Pending Termination Notice Active Employment Continuation State Active Client Solicitation During Continued Employment State Engineer A Pending Termination Notice Active Employment Continuation Engineer A Active Client Solicitation During Continued Employment Engineer A Three-Party Departure Interest Balancing
Summary
  • The notice period occupies an ethically ambiguous zone where departing engineers retain limited competitive rights, but those rights are constrained by heightened disclosure obligations proportional to their seniority and client relationships.
  • Covert client solicitation during active employment is categorically prohibited, while pre-departure solicitation using existing marketing materials may be conditionally permissible when the termination was employer-initiated rather than voluntary.
  • The faithful agent duty does not extinguish entirely upon receipt of termination notice, meaning engineers must navigate residual loyalty obligations even while legitimately preparing to compete.

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