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Former Employer Establishing A New Firm - Soliciting Former Clients After A Period Of Time Has Elapsed
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193

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4

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3

Precedents

16

Questions

21

Conclusions

Transfer

Transformation
Transfer Resolution transfers obligation/responsibility to another party
Engineer A's obligations move sequentially through two distinct scenario sets: (1) an employment-bound scenario governed by faithful-agent loyalty and confidentiality rules toward ABC, and (2) a post-waiting-period scenario governed by free-enterprise/client-choice rules once the one-year abstention is deemed to have satisfied loyalty concerns. The Board treats these as non-competing, time-bounded regimes rather than an ongoing tension, effectively transferring the operative rule-set—and with it, the associated client relationship and business opportunity—from ABC's sphere of entitlement to Engineer A's own firm.
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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 (4)
View Extraction

All provisions in play for this case: the union of board-stated references and analysis-found citations (see each provision's provenance badge). The OntServe case page's Cited NSPE Provisions panel shows the subset actually cited by the committed conclusions, so its count can be lower.

II.4 board + analysis Engineers shall act for each employer or client as faithful agents or trustees.
How this applies in the case (showing 3 of 20)
Obligation
Engineer A Faithful Agent Duty
This provision directly requires Engineer A to act as a faithful agent for ABC while employed there
Action
Client Solicitation
Soliciting former clients implicates the duty of faithful agency owed to the former employer
State
Engineer A Nondisclosure to ABC
Acting as a faithful agent requires not disclosing former employer information.
Obligation (1)
  • Engineer A Faithful Agent Duty
    This provision directly requires Engineer A to act as a faithful agent for ABC while employed there
Action (3)
  • Client Solicitation
    Soliciting former clients implicates the duty of faithful agency owed to the former employer
  • Departure Nondisclosure
    Faithful agency requires proper conduct regarding disclosure when leaving an employer
  • Client Solicitation Restraint
    Restraining solicitation reflects faithful agent behavior toward the former employer
State (3)
  • Engineer A Nondisclosure to ABC
    Acting as a faithful agent requires not disclosing former employer information.
  • No Compete Agreement Absence
    Faithful agency duties may extend beyond formal noncompete agreements.
  • Engineer A Independent Departure Motivation
    Leaving to independently establish a firm relates to faithful agent obligations to former employer.
Constraint (2)
  • Engineer A Solicitation Abstention Boundary
    Acting as a faithful agent requires refraining from soliciting former clients.
  • Engineer A Adversarial Involvement Limit
    Faithful agency obligates avoiding adversarial actions against the former employer.
Principle (2)
  • Loyalty to Former Employer ABC
    Requires the engineer to act as a faithful agent to ABC during and after employment
  • Fair and Equitable Balancing of Interests
    Fiduciary duty is one of the interests weighed against client choice and free enterprise
Role (2)
  • Engineer A Employee Engineer
    As ABC's employee he was obligated to act as a faithful agent while developing the funding report
  • Engineer A Firm Principal
    As a principal soliciting former clients he must still act as a faithful agent regarding prior obligations to ABC
Event (2)
  • Six Month Interval Elapse
    Faithful agency duty is evaluated against the time elapsed before soliciting former clients
  • Waiting Period Expiration
    The waiting period expiration marks when faithful agency obligations to the former employer may end
Resource (2)
  • ABC Clover City Report Contract
    Engineer must act as faithful agent under the scope of work defined in this contract
  • Water Treatment Plant Expansion Report
    Faithful agency duty applies to work performed for this report
Capability (3)
  • Engineer A Solicitation Timing Judgment
    Acting as a faithful agent requires waiting before soliciting former clients
  • Engineer A Work Refusal Judgment
    Declining to directly compete reflects faithful agent duties to former employer
  • Board of Ethical Review Interest Balancing
    Balancing interests reflects the faithful agent standard owed to employer and client
III.4 board + analysis Engineers shall not disclose, without consent, confidential information concerning the business affairs or technical processes of any present or former client or employer, or public body on which they serve.
How this applies in the case (showing 3 of 16)
Obligation
Engineer A Confidentiality Duty
This provision establishes the confidentiality obligation regarding former employer information
Action
Departure Nondisclosure
This action directly involves not disclosing confidential business information upon departure
State
Engineer A Nondisclosure to ABC
This provision directly addresses withholding confidential business information from ABC.
Obligation (1)
  • Engineer A Confidentiality Duty
    This provision establishes the confidentiality obligation regarding former employer information
Action (2)
  • Departure Nondisclosure
    This action directly involves not disclosing confidential business information upon departure
  • Firm Establishment
    Establishing a new firm may risk improper use of confidential information from the former employer
State (2)
  • Engineer A Nondisclosure to ABC
    This provision directly addresses withholding confidential business information from ABC.
  • Engineer A Specialized Knowledge Absence
    Confidentiality concerns relate to whether specialized knowledge was gained and could be disclosed.
Constraint (1)
  • Engineer A Specialized Knowledge Limit
    Confidentiality obligations restrict use of specialized technical knowledge gained from the former employer.
Principle (2)
  • Confidentiality of Former Employer Information
    This provision directly prohibits disclosing confidential business or technical information of a former employer
  • Loyalty to Former Employer ABC
    Maintaining confidentiality is part of the loyalty owed to the former employer
Role (2)
  • Engineer A Firm Principal
    He must not disclose confidential business or technical information gained from his former employer ABC
  • Engineer A Employee Engineer
    He gained confidential knowledge of ABC's business affairs while working on the Clover City report
Resource (4)
  • Water Treatment Plant Expansion Report
    This report contains confidential technical and business information from the former employer
  • ABC Clover City Report Contract
    Confidentiality obligations arise from information gained under this contract
  • BER Case 86-5
    This precedent addresses use of confidential client information after resignation
  • BER Case 77-11
    This precedent addresses use of confidential knowledge gained during former employment
Capability (2)
  • Engineer A Confidentiality Judgment
    This capability directly concerns nondisclosure of confidential business or technical information
  • Engineer A Report Preparation
    The report contains technical information subject to confidentiality obligations
III.4.a board + analysis Engineers shall not, without the consent of all interested parties, promote or arrange for new employment or practice in connection with a specific project for which the engineer has gained particular and specialized knowledge.
How this applies in the case (showing 3 of 21)
Obligation
Engineer A Former Employer Loyalty Duty
This provision restricts soliciting new work related to specific projects with specialized knowledge gained from the former employer
Action
Firm Establishment
Arranging new practice tied to specialized project knowledge requires consent under this provision
State
Engineer A Specialized Knowledge Absence
This provision concerns solicitation based on specialized knowledge gained from a specific project.
Obligation (1)
  • Engineer A Former Employer Loyalty Duty
    This provision restricts soliciting new work related to specific projects with specialized knowledge gained from the former employer
Action (2)
  • Firm Establishment
    Arranging new practice tied to specialized project knowledge requires consent under this provision
  • Business Opportunity Suggestion
    Suggesting new business tied to specialized project knowledge requires consent of interested parties
State (3)
  • Engineer A Specialized Knowledge Absence
    This provision concerns solicitation based on specialized knowledge gained from a specific project.
  • Tank Work Outside ABC Scope
    Work outside the original project scope relates to whether specialized project knowledge was used.
  • Firm Establishment Proscription Absence
    Absence of restriction relates to whether consent was needed for new practice arrangement.
Constraint (2)
  • Engineer A Specialized Knowledge Limit
    This provision directly restricts using specialized project knowledge for new employment without consent.
  • Engineer A Solicitation Abstention Boundary
    Soliciting former clients on specialized projects without consent violates this provision.
Principle (2)
  • Confidentiality of Former Employer Information
    Restricts using specialized project knowledge gained from a former employer without consent
  • Loyalty to Former Employer ABC
    Prevents leveraging specific project knowledge from ABC without proper consent
Role (2)
  • Engineer A Firm Principal
    He solicited new employment connected to the specific Clover City project for which he gained specialized knowledge
  • Engineer A Employee Engineer
    He gained particular specialized knowledge of the project while employed by ABC that later informed his solicitation
Event (2)
  • Six Month Interval Elapse
    The elapsed interval relates to whether specialized project knowledge can be used without consent
  • Waiting Period Expiration
    Expiration of the waiting period determines if arranging new practice on a specific project requires consent
Resource (3)
  • Water Treatment Plant Expansion Report
    Specialized knowledge gained from this specific project cannot be used to arrange new employment without consent
  • BER Case 77-11
    This precedent directly addresses contacting former clients using specialized project knowledge
  • BER Case 79-10
    This precedent addresses offering services on projects using specialized knowledge from prior employment
Capability (4)
  • Engineer A Solicitation Timing Judgment
    Solicitation after gaining specialized project knowledge implicates this provision on new employment arrangement
  • Engineer A Client Relationship
    The relationship arose from specialized project knowledge relevant to promoting new employment
  • Engineer A Report Preparation
    The report gave Engineer A particular specialized knowledge of the project
  • Engineer A Professional Initiative
    Expanding scope deepened specialized knowledge relevant to later employment solicitation
III.4.b board + analysis Engineers shall not, without the consent of all interested parties, participate in or represent an adversary interest in connection with a specific project or proceeding in which the engineer has gained particular specialized knowledge on behalf of a former client or employer.
How this applies in the case (showing 3 of 18)
Obligation
Engineer A Former Employer Loyalty Duty
This provision restricts representing adversary interests on projects involving specialized knowledge from the former employer
Action
Client Solicitation
Soliciting former clients on projects with specialized knowledge may represent an adversary interest without consent
State
Engineer A Specialized Knowledge Absence
This provision restricts representing adversary interests based on specialized project knowledge.
Obligation (1)
  • Engineer A Former Employer Loyalty Duty
    This provision restricts representing adversary interests on projects involving specialized knowledge from the former employer
Action (2)
  • Client Solicitation
    Soliciting former clients on projects with specialized knowledge may represent an adversary interest without consent
  • Report Scope Expansion
    Expanding scope on a project may involve using specialized knowledge against the former client without consent
State (3)
  • Engineer A Specialized Knowledge Absence
    This provision restricts representing adversary interests based on specialized project knowledge.
  • Clover City Contracts Under Consideration
    Soliciting these contracts could constitute adversary representation without consent.
  • Engineer A Solicitation Abstention Period
    The waiting period before solicitation relates to avoiding adversarial conflict of interest.
Constraint (2)
  • Engineer A Adversarial Involvement Limit
    This provision prohibits representing an adversary interest against a former employer on related projects.
  • Engineer A Specialized Knowledge Limit
    It restricts adversarial use of specialized knowledge gained from the former employer.
Principle (2)
  • Confidentiality of Former Employer Information
    Prohibits representing adverse interests using specialized knowledge from a former employer
  • Client Choice of Clover City
    Addresses whether Engineer A can serve Clover City given prior specialized knowledge from ABC's work
Role (2)
  • Engineer A Firm Principal
    He represented an interest adverse to his former employer ABC on the same project after gaining specialized knowledge there
  • ABC Engineering Company Employer
    As the former employer, ABC's interests are directly affected by Engineer A's adverse representation on the same project
Event (2)
  • Client Favorable Impression
    Using a favorable impression to attract former clients may involve representing adverse interests from prior specialized work
  • Waiting Period Expiration
    The waiting period expiration affects whether representing adverse interests on a former project is permissible
Resource (2)
  • Water Treatment Plant Expansion Report
    Representing an adversary interest on this specific project requires consent of the former client
  • BER Case 86-5
    This precedent addresses contracting independently with a former employer client on related work
Capability (2)
  • Engineer A Work Refusal Judgment
    Declining to represent an adversary interest against former employer directly reflects this provision
  • Board of Ethical Review Precedent Reasoning
    Prior cases interpreted adversary interest limits on specialized project knowledge
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 leave a firm and found a new one may ethically contact former clients, but violate the Code if they use projects involving specialized knowledge gained while employed by the former firm.

Citation Context:

Cited as an earlier case reviewed by the Board in reaching its decision in Case No. 86-5, establishing that departing engineers may ethically contact former clients but violate the Code if they use specialized knowledge gained at the former firm; distinguished from the present case because Engineer A did not gain such specialized knowledge.

Relevant Excerpts
discussion: "In Case No. 77-11, the Board found that four engineers who left the employ of a firm, founded a new firm, and contacted the clients of the former firm were not in violation of the NSPE Code for doing so."
discussion: "Moreover, unlike Case No. 77-11, it does not appear that Engineer A has obtained any particular specialized knowledge as an employee of ABC that would restrict his ability to establish his own firm and eventually compete with ABC."

Principle Established:

It is ethical for engineers to agree to a contract for consulting services independent of their former firm when a client, having learned of their individual role in the work, seeks to retain them directly, especially where the engineers disclosed the situation to their employer before resigning.

Citation Context:

Cited as the closest prior precedent, involving engineers whose client sought to hire them directly after learning they authored a proposal; the Board used it as the primary analogy for evaluating whether Engineer A could ethically solicit and accept work from a client of his former employer.

Relevant Excerpts
discussion: "The Board has previously addressed similar cases. In Case No. 86-5, a city requested proposals from various consulting engineers for a major job that was planned..."
discussion: "This case does not appear to be dramatically different than Case No. 86-5 in that a client with a relationship with an engineering firm has sought out personnel within that firm to perform services for the benefit of the client."

Principle Established:

An engineer employed by a firm winding down its operations may ethically offer to complete projects under his own responsibility and risk without needing the concurrence of the firm's principal.

Citation Context:

Cited as another earlier case reviewed in reaching the Case No. 86-5 decision, supporting the principle that an engineer may ethically offer services independently without employer concurrence under certain circumstances.

Relevant Excerpts
discussion: "In Case No. 79-10, the Board determined that an engineer employed by a firm that was winding down its operations, who sought to offer his services to complete projects under his own responsibility and risk without the concurrence of the principal of his employing firm, was ethical."
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 54% Facts Similarity 56% Discussion Similarity 73% Provision Overlap 25% Outcome Alignment 100% Tag Overlap 100% Principle Overlap 82%
Shared provisions: III.4.b Same outcome ethical View Synthesis
Component Similarity 55% Facts Similarity 65% Discussion Similarity 60% Provision Overlap 20% Outcome Alignment 100% Tag Overlap 50% Principle Overlap 73%
Shared provisions: III.4, III.4.a Same outcome ethical View Synthesis
Component Similarity 55% Facts Similarity 44% Discussion Similarity 61% Outcome Alignment 100% Tag Overlap 67% Principle Overlap 84%
Same outcome ethical View Synthesis
Component Similarity 53% Facts Similarity 56% Discussion Similarity 47% Outcome Alignment 100% Tag Overlap 29% Principle Overlap 75%
Same outcome ethical View Synthesis
Component Similarity 56% Facts Similarity 53% Discussion Similarity 53% Outcome Alignment 100% Tag Overlap 29% Principle Overlap 60%
Same outcome ethical View Synthesis
Component Similarity 55% Facts Similarity 39% Discussion Similarity 61% Outcome Alignment 100% Tag Overlap 14% Principle Overlap 79%
Same outcome ethical View Synthesis
Component Similarity 56% Facts Similarity 54% Discussion Similarity 67% Provision Overlap 33% Tag Overlap 75% Principle Overlap 62%
Shared provisions: III.4, III.4.a View Synthesis
Component Similarity 45% Facts Similarity 54% Discussion Similarity 55% Provision Overlap 11% Outcome Alignment 100% Tag Overlap 33% Principle Overlap 54%
Shared provisions: III.4 Same outcome ethical View Synthesis
Component Similarity 53% Facts Similarity 60% Discussion Similarity 62% Outcome Alignment 100% Tag Overlap 33% Principle Overlap 48%
Same outcome ethical View Synthesis
Component Similarity 50% Facts Similarity 46% Discussion Similarity 62% Outcome Alignment 50% Tag Overlap 100% Principle Overlap 62%
View Synthesis
Questions & Conclusions (2 board)
View Extraction
Board Board question 1

Was it ethical for Engineer A to establish his own firm in Clover City?

Board conclusion It was ethical for Engineer A to establish his own firm in Clover City.
Resolved by: The board weighed Engineer A's free enterprise right to establish a competing firm against ABC's loyalty interest, and found that absent any contractual restriction or adversarial act, the free enterprise principle prevailed. (confidence 0.85)
II.4. III.4.a. III.4.b. 3 principles 3 facts Conditions Narrative
Also discussed in: C101 C102
Implicit (2)

Did Engineer A have an ethical obligation to disclose to ABC that Clover City officials had suggested he open his own firm and might award him the elevated storage tank contract, given his role as a faithful agent?

AnalyticalThe Board's approval of the firm establishment implicitly accepts that Engineer A had no duty to disclose to ABC that Clover City officials suggested he open his own firm. However, this silence is in tension with the faithful agent obligation under II.4., since ABC was deprived of the opportunity to compete for or address the elevated storage tank contract, or to manage the client relationship in light of the solicitation it did not know was occurring while Engineer A remained on its payroll.
Resolved by: The board's approval of firm establishment implicitly tolerates Engineer A's silence about the city's suggestion, but this sits in tension with the faithful agent duty since ABC lost the chance to compete for or manage the tank contract and client relationship. (confidence 0.70)
II.4. 2 principles 3 facts Conditions Narrative
AnalyticalRegarding Q101, Engineer A arguably had an ethical obligation to disclose to ABC that Clover City officials had proposed he open his own firm and might award him the elevated storage tank contract. As a faithful agent under II.4., Engineer A owed ABC candor about developments material to ABC's ongoing client relationship and business interests, particularly since the suggestion arose directly from work Engineer A performed for ABC. Nondisclosure, even if not itself a violation warranting condemnation, sits in tension with the faithful agent duty and represents a gap the Board's compliance finding does not fully resolve.
Resolved by: The board weighed Engineer A's personal interest in a nascent business opportunity against ABC's interest in candor about developments material to its client relationship, finding the nondisclosure ethically uncomfortable even though not independently condemnable. (confidence 0.75)
II.4. 3 principles 3 facts Conditions Narrative

Did Engineer A's decision to expand the report's scope to include the elevated storage tank, work outside ABC's contracted scope, create a self-serving opportunity that ABC was unaware could benefit Engineer A personally?

AnalyticalThe Board's finding that establishing the firm was ethical does not fully resolve whether Engineer A's expansion of the report to include the elevated storage tank—work outside ABC's contracted scope—created a self-serving opportunity that ABC never authorized or knew about. Even if the firm establishment itself was proper, the manner in which the business opportunity arose (through unscoped work performed under ABC's name and paid for by the client) raises a distinct faithful-agent concern that the Board's conclusion on firm establishment does not directly address.
Resolved by: The board recognized that approving firm establishment does not automatically settle the separate faithful-agent question raised by expanding ABC's contracted report to include the tank work, since that expansion created an unauthorized personal opportunity paid for under ABC's contract. (confidence 0.70)
II.4. 2 principles 3 facts Conditions Narrative
AnalyticalRegarding Q102, Engineer A's decision to expand the report to include the elevated storage tank, work outside ABC's contracted scope, created conditions favorable to Engineer A personally that ABC had no visibility into. Even absent bad intent, this expansion of scope functioned as a self-serving opportunity: it showcased Engineer A's initiative to Clover City in a manner disconnected from ABC's contractual relationship, setting the stage for the city's later suggestion that he start his own firm. This raises a latent conflict-of-interest concern that the Board's conclusions do not directly address.
Resolved by: The board implicitly weighed Engineer A's professional initiative and client service against ABC's interest in controlling the scope and visibility of work performed under its contract, finding the expansion created an unmonitored personal advantage. (confidence 0.68)
II.4. 3 principles 3 facts Conditions Narrative
Principle tension (1)

How should Free Enterprise in Firm Establishment be balanced against Loyalty to Former Employer ABC when Engineer A's new firm targets a client he served extensively while at ABC?

AnalyticalRegarding Q201, the tension between Free Enterprise in Firm Establishment and Loyalty to Former Employer ABC is resolved in this case by temporal separation: Engineer A's right to compete freely is honored once a sufficient interval has passed, satisfying loyalty obligations retrospectively rather than requiring permanent forbearance. The Board's compliance finding indicates that free enterprise principles ultimately outweigh loyalty concerns once the abstention period is observed, even where the client was cultivated during employment.
Resolved by: The board treated the elapsed abstention period as discharging the loyalty obligation, allowing the free enterprise right to compete to prevail once that temporal condition was met. (confidence 0.80)
II.4. III.4.a. 3 principles 3 facts Conditions Narrative
AnalyticalThe Board resolved the tension between Free Enterprise in Firm Establishment and Loyalty to Former Employer ABC by treating them as sequential rather than competing obligations: loyalty and faithful-agent duties governed Engineer A's conduct while employed at ABC and during a subsequent restraint period, after which the principle of free enterprise took precedence and permitted full competitive solicitation. This suggests that in the Board's framework, loyalty-based principles are time-bounded obligations tied to the employment relationship and an immediately following buffer period, rather than perpetual constraints on a former employee's market conduct.
Resolved by: The Board sequences rather than balances the two obligations, letting loyalty control during employment and the immediate post-departure buffer, after which free enterprise fully supersedes it. (confidence 0.75)
II.4. III.4.a. 3 principles 3 facts Conditions Narrative
Theoretical (1)

From a deontological perspective, did Engineer A fulfill his duty as a faithful agent to ABC while simultaneously cultivating a personal relationship with Clover City that later became the basis for his own firm?

AnalyticalRegarding Q301, from a deontological standpoint Engineer A's conduct is ambiguous: fulfilling the faithful agent duty (II.4.) requires undivided loyalty during employment, yet Engineer A simultaneously cultivated a personal professional reputation with Clover City that later became the foundation of a competing firm. Strict deontological analysis would scrutinize whether Engineer A's motivations while still employed were fully aligned with ABC's interests or already oriented toward personal advancement, a duality the Board's outcome-focused conclusions do not probe.
Resolved by: The board weighed the undivided-loyalty requirement of the faithful agent duty against the possibility that Engineer A's personal advancement motives coexisted with employment duties, without resolving which predominated. (confidence 0.75)
II.4. 2 principles 3 facts Conditions Narrative
Counterfactual (2)

If a formal non-compete agreement had existed between Engineer A and ABC, would the Board still have found it ethical for Engineer A to establish his own firm in Clover City?

AnalyticalRegarding Q402, had a formal non-compete agreement existed between Engineer A and ABC, the Board would likely still have found the establishment of Engineer A's firm ethical, provided the firm's establishment itself did not violate the specific terms of that agreement; however, the presence of such an agreement would have made subsequent solicitation of Clover City clearly impermissible until the agreement's terms were satisfied, removing the ambiguity the Board had to resolve via reasonableness of the voluntary waiting period.
Resolved by: Free enterprise still permits firm establishment on its own terms, but any contractual non-compete would convert the loyalty obligation from a flexible reasonableness standard into a fixed, enforceable boundary governing solicitation. (confidence 0.75)
III.4.a. 3 principles 3 facts Conditions Narrative

If Clover City's officials had not been the ones to suggest that Engineer A open his own firm, but Engineer A had instead actively solicited the city while still employed at ABC, would the Board still have found the firm establishment ethical?

AnalyticalRegarding Q403, if Engineer A had actively solicited Clover City while still employed at ABC, rather than the city itself initiating the suggestion, the Board would almost certainly have found the firm establishment unethical, since active solicitation during employment would constitute a direct violation of the faithful agent duty and would implicate III.4.a.'s prohibition on promoting new employment or business arrangements without consent of interested parties. The passivity of Engineer A in receiving the city's unsolicited suggestion was likely pivotal to the Board's favorable assessment.
Resolved by: The faithful agent duty and III.4.a.'s prohibition on unconsented new employment arrangements are weighed against free enterprise, with passivity of the engineer tipping the balance toward permissibility. (confidence 0.80)
II.4. III.4.a. 3 principles 3 facts Conditions Narrative
Board Board question 2

Was it ethical for Engineer A to begin soliciting work from ABC’s clients, including Clover City, after a year had passed?

Board conclusion It was ethical for Engineer A to begin soliciting work from ABC’s clients, including Clover City after a year had passed.
Resolved by: The board treated the one-year abstention as adequate to discharge loyalty and confidentiality obligations, allowing the free enterprise right to solicit former clients to take precedence once that period had passed. (confidence 0.80)
III.4. III.4.a. III.4.b. 3 principles 3 facts Conditions Narrative
Implicit (2)

Is a self-imposed one-year abstention period, chosen unilaterally by Engineer A absent any formal no-compete agreement, sufficient to discharge his duty of loyalty to ABC, or should the adequacy of the waiting period be judged by some independent standard?

AnalyticalThe Board treats the one-year abstention as sufficient to render the later solicitation ethical, but this standard is self-imposed by Engineer A rather than derived from an objective or precedent-based benchmark. This leaves open whether a shorter period would have been judged inadequate, or whether the one-year mark is simply an ad hoc threshold rather than a principled application of the loyalty and confidentiality obligations in III.4.
Resolved by: The board accepted the self-imposed one-year period as sufficient without weighing it against any objective standard, leaving unresolved whether a shorter period would have failed to satisfy the loyalty and confidentiality obligations. (confidence 0.70)
III.4. III.4.a. 2 principles 3 facts Conditions Narrative
AnalyticalRegarding Q103, a self-imposed one-year abstention period is not self-validating merely because Engineer A chose it voluntarily; its adequacy should be assessed against an independent standard, such as the duration needed for the client relationship's competitive salience to ABC to fade, or analogous precedent in BER Case 77-11 concerning use of specialized knowledge gained during employment. The Board's acceptance of the one-year period as sufficient implies an informal industry norm rather than a rigorously derived ethical threshold.
Resolved by: The board balanced Engineer A's autonomy to set his own waiting period against ABC's interest in a period genuinely sufficient to dissipate competitive salience, but accepted the self-chosen duration without applying an independent measure. (confidence 0.70)
III.4. 3 principles 3 facts Conditions Narrative

To what extent did Engineer A's success in soliciting Clover City after the waiting period depend on specialized knowledge or client relationships developed at ABC's expense, and does this implicate confidentiality or trade-secret concerns even absent explicit misuse of documents?

AnalyticalThe Board's conclusion that solicitation after one year was ethical rests on an assumption that the passage of time neutralizes any advantage Engineer A gained from client relationships and specialized knowledge developed at ABC's expense. This assumption is not independently verified; if Engineer A's success with Clover City depended substantially on insider knowledge of the city's needs, pricing, or plans developed while at ABC, the ethical propriety of the solicitation may be less clear-cut than a simple waiting period suggests.
Resolved by: The board favored Engineer A's free enterprise interest in soliciting after a year over ABC's residual interest in the relationship, but did so without testing whether the underlying advantage (insider client knowledge) had actually dissipated. (confidence 0.72)
III.4. 3 principles 3 facts Conditions Narrative
AnalyticalRegarding Q104, Engineer A's successful solicitation of Clover City after the waiting period likely depended substantially on the client relationship and familiarity developed while working for ABC, since Clover City's favorable impression originated from the report Engineer A prepared as an ABC employee. Even though no explicit misuse of documents or trade secrets occurred, this reliance on relationship capital built at ABC's expense raises a subtler confidentiality concern distinct from document-based confidentiality violations under III.4.
Resolved by: The board weighed the absence of document-based confidentiality violations against the subtler reliance on relationship capital built at ABC's expense, treating the former as dispositive while leaving the latter underexamined. (confidence 0.70)
III.4. 3 principles 3 facts Conditions Narrative
Principle tension (3)

Does Clover City's right to Client Choice of Clover City in selecting Engineer A's firm conflict with Confidentiality of Former Employer Information regarding ABC's business dealings and pricing on the same project?

AnalyticalClient Choice of Clover City was allowed to override Confidentiality of Former Employer Information concerns because the Board found no evidence that Engineer A's competitive success depended on misappropriated confidential business information; rather, his advantage stemmed from a personal professional relationship and demonstrated competence built through legitimate service. This indicates the Board prioritizes a client's autonomous right to select an engineer over abstract confidentiality worries when no concrete misuse of proprietary information is shown, effectively placing the burden of proof on demonstrating actual harm rather than presuming disloyalty from mere prior familiarity.
Resolved by: Client autonomy in choosing its engineer is weighed against abstract confidentiality concerns, with the absence of concrete evidence of misuse tipping the balance toward honoring client choice. (confidence 0.78)
III.4. 3 principles 3 facts Conditions Narrative

How should Fair and Equitable Balancing of Interests reconcile ABC's investment in cultivating the Clover City relationship with Engineer A's individual right to pursue new business once he leaves the firm?

AnalyticalFair and Equitable Balancing of Interests was operationalized not through a formal or negotiated mechanism but through Engineer A's unilateral, self-imposed one-year abstention, which the Board accepted as a reasonable proxy for protecting ABC's business interests in the absence of a no-compete agreement. This reveals that the Board treats fairness to a former employer as satisfiable by voluntary, good-faith self-restraint rather than requiring an externally verified or negotiated standard, effectively subordinating strict enforceability of loyalty duties to the departing engineer's own judgment about what balance is fair.
Resolved by: The Board weighed ABC's interest in protection from immediate competition against Engineer A's free enterprise right to pursue new business, and found the one-year self-imposed abstention a sufficient, good-faith middle path that did not require a formal or negotiated standard. (confidence 0.75)
II.4. III.4.a. 3 principles 3 facts Conditions Narrative

Can Loyalty to Former Employer ABC and Confidentiality of Former Employer Information be fully satisfied simply by the passage of a waiting period, or do these principles impose ongoing duties that solicitation after one year might still violate?

AnalyticalRegarding Q204, the passage of a waiting period addresses only the temporal dimension of loyalty and confidentiality duties; it does not by itself guarantee that no confidential business information (e.g., ABC's pricing structure or negotiation strategies for Clover City projects) is used by Engineer A afterward. Loyalty to Former Employer ABC and Confidentiality of Former Employer Information plausibly impose an ongoing duty not to exploit specific proprietary information regardless of elapsed time, distinct from the general duty not to solicit clients prematurely.
Resolved by: The board separated the temporal duty (not soliciting too soon) from the substantive duty (not exploiting confidential information), refusing to let satisfaction of one automatically satisfy the other. (confidence 0.75)
III.4. 2 principles 3 facts Conditions Narrative
Theoretical (2)

Did the overall outcome -- Engineer A waiting a year, ABC suffering no apparent harm, and Clover City receiving continued quality service -- justify treating the solicitation as ethical on consequentialist grounds?

AnalyticalRegarding Q302, on consequentialist grounds the outcome supports ethical approval: ABC suffered no demonstrable harm (having already been paid for its report and losing no active contract), Clover City received continued quality engineering service, and Engineer A achieved fair professional advancement. This favorable balance of outcomes substantiates the Board's compliance conclusion even though a strict deontological reading might raise more reservations.
Resolved by: The board weighed the absence of demonstrable harm to ABC against the tangible benefits to Clover City and Engineer A, finding the net outcome favorable enough to justify ethical approval. (confidence 0.80)
3 principles 3 facts Conditions Narrative

Did Engineer A act with professional integrity, in a virtue-ethical sense, by voluntarily observing a solicitation abstention period even though no non-compete agreement legally required it?

AnalyticalRegarding Q303, Engineer A's voluntary observance of a one-year solicitation abstention period, despite the absence of any legal non-compete obligation, exemplifies virtue-ethical professional integrity: it reflects self-imposed restraint consistent with the spirit of loyalty and fair dealing even where no external constraint compelled it. This voluntary self-regulation aligns with the character-based reasoning the Board implicitly endorses in finding the later solicitation ethical.
Resolved by: The board credited Engineer A's voluntary restraint as functionally satisfying loyalty and fairness obligations even though no external rule compelled such restraint. (confidence 0.80)
III.4.a. 2 principles 3 facts Conditions Narrative
Counterfactual (1)

If Engineer A had begun soliciting Clover City immediately after leaving ABC rather than waiting a year, would the Board still have concluded that his solicitation was ethical?

AnalyticalRegarding Q401, had Engineer A solicited Clover City immediately upon leaving ABC without any waiting period, the Board would likely have found the solicitation unethical, since immediate solicitation would constitute an unfair exploitation of the client relationship and professional goodwill developed at ABC's expense, violating the spirit of loyalty under II.4. and the Board's own emphasis on the significance of the elapsed year in reaching its compliance conclusion.
Resolved by: Loyalty to the former employer is treated as temporarily dominant over free enterprise immediately following departure, since the goodwill being exploited was cultivated at the employer's expense. (confidence 0.78)
II.4. 3 principles 3 facts Conditions Narrative
Decisions & Arguments (5)
View Extraction

Should Engineer A establish his own competing firm in Clover City after leaving ABC, or refrain out of loyalty to his former employer?

Options considered:
O1 Establish a competing engineering firm in Clover City immediately upon leaving ABC, relying on free enterprise principles since no non-compete agreement existed. Board's choice
O2 Refrain from establishing a firm in ABC's market until obtaining an explicit release or waiver from ABC, treating loyalty as requiring formal clearance.
O3 Start the new firm but avoid targeting ABC's existing geographic market or clients entirely, choosing a different city to prevent competitive overlap.
Argument structure (Toulmin):
Grounds

Engineer A left ABC, established his own firm, and no non-compete agreement bound him; Clover City's business with ABC was tied to Engineer A's personal presence.

Warrant

Engineers are free to leave an employer and go into business for themselves as a matter of free enterprise, a warrant that generally outweighs an unenforced, informal loyalty duty to a former employer absent a contractual restriction.

Rebuttal

Would not apply if a formal non-compete agreement existed and was violated, or if Engineer A used ABC's confidential technical or business information to establish the firm.

Engineer A Former Employer Loyalty Duty

Should Engineer A solicit ABC's former clients, including Clover City, immediately after departure, or observe a waiting period before soliciting?

Options considered:
O1 Wait a full year after departure before soliciting former ABC clients including Clover City, treating that interval as sufficient discharge of loyalty obligations. Board's choice
O2 Begin soliciting ABC's former clients right after leaving the firm, prioritizing free enterprise and immediate market entry over residual loyalty concerns.
O3 Permanently refrain from soliciting any client served while at ABC, extending loyalty indefinitely even absent a non-compete agreement.
Argument structure (Toulmin):
Grounds

Engineer A observed a six-month interval and then a full year before soliciting; he then approached Clover City and other former ABC clients.

Warrant

Free enterprise entitles a departed engineer to compete for former clients, but loyalty to a former employer requires an abstention period sufficient to avoid unfairly trading on employer-built goodwill; the passage of an adequate period discharges that loyalty duty.

Rebuttal

Would not apply if Engineer A had solicited immediately after departure, or if the one-year period were shown to be merely nominal rather than a genuine abstention.

Loyalty to Former Employer ABC

Should Engineer A disclose to ABC that Clover City suggested he start his own firm and might award him work, or withhold that information while still employed?

Options considered:
O1 Refrain from informing ABC of Clover City's suggestion while still employed, treating the suggestion as too tentative to require disclosure. Board's choice
O2 Promptly inform ABC management that Clover City raised the possibility of Engineer A starting his own firm and potentially awarding him work.
O3 Neither disclose nor act on the suggestion, but step back from further Clover City dealings until formally leaving ABC.
Argument structure (Toulmin):
Grounds

Clover City officials suggested Engineer A open his own firm and hinted he might receive the elevated storage tank contract, and Engineer A did not disclose this to ABC before departing.

Warrant

A faithful agent must disclose developments material to the employer's business interests, but this duty does not extend to tentative, hypothetical client remarks that have not ripened into a concrete business opportunity or conflict.

Rebuttal

Would not apply if the suggestion was sufficiently definite that ABC's ability to compete for or manage the Clover City relationship was materially impaired by the nondisclosure.

Engineer A Faithful Agent Duty

Should Engineer A expand the report to include elevated storage tank funding aspects outside the negotiated scope, or restrict the work strictly to the contracted scope?

Options considered:
O1 Include elevated storage tank funding analysis beyond the negotiated scope of work, demonstrating professional initiative to benefit the client. Board's choice
O2 Limit the report strictly to the contracted scope of work, referring the elevated storage tank issue back to ABC management for separate authorization.
O3 Propose the scope expansion to ABC first and obtain explicit authorization before including the elevated storage tank aspects in the report.
Argument structure (Toulmin):
Grounds

Engineer A included elevated storage tank funding analysis in the report despite it falling outside ABC's negotiated scope of work, and Clover City paid for and was impressed by this additional analysis.

Warrant

Engineers may exercise professional initiative to benefit a client beyond the strict letter of a contracted scope, but a faithful agent must not use employer-funded work to create undisclosed personal advantage.

Rebuttal

Would not apply if the scope expansion was undertaken with intent to generate personal business opportunities unknown to and unauthorized by ABC.

Engineer A Professional Initiative

Should Engineer A rely on the professional reputation and client familiarity built while at ABC when soliciting Clover City, or treat any ABC-derived advantage as off-limits regardless of elapsed time?

Options considered:
O1 Rely on the favorable professional reputation built through legitimate service at ABC to solicit Clover City, since no confidential technical or business information is used. Board's choice
O2 Refrain from leveraging any relationship or reputation developed while at ABC, insisting on building an entirely independent client relationship after departure.
O3 Use only publicly demonstrable engineering credentials and general competence, avoiding reference to specific ABC project relationships or pricing knowledge in client discussions.
Argument structure (Toulmin):
Grounds

Clover City's favorable impression of Engineer A originated from the report he prepared as an ABC employee, and no specific ABC documents, pricing, or negotiation strategies were shown to have been misused.

Warrant

Confidentiality duties restrict use of specialized or proprietary employer information, but they do not prohibit a departed engineer from relying on generally demonstrated competence and legitimate professional reputation; client choice favors allowing the client to select the engineer it trusts.

Rebuttal

Would not apply if Engineer A's success depended on ABC's specific pricing structures, negotiation strategies, or other proprietary business information rather than general professional competence.

Confidentiality of Former Employer Information
Event Timeline (11)
11 sequenced 7 actions 4 events
Case timeline
While employed at ABC, Engineer A voluntarily included funding aspects for an elevated storage tank in the water treatment plant report, even though that work was outside the scope originally negotiated between ABC and Clover City.
Causal-normative reasoning(confidence 0.60)
Report Scope Expansion carries no explicit normative commitment, but because it causes both the Client Favorable Impression and the Report Payment, it functions as the causal origin of the entire chain that later raises conflict-of-interest questions, so its ethical neutrality at this stage matters mainly as the trigger that makes the subsequent business offer possible.
State changes (1)
  • began: Clover City Impressed With Engineer A
Clover City completes payment to ABC Engineering Company for the report Engineer A developed, including the elevated storage tank component that was outside the negotiated scope.
Clover City forms a favorable impression of Engineer A as a result of his initiative in expanding the report to include the elevated storage tank funding component.
Clover City officials suggested that Engineer A open his own engineering company in the city and indicated they would consider a retainer contract and a contract for the elevated storage tank design.
Causal-normative reasoning(confidence 0.65)
Business Opportunity Suggestion is guided by the Client's Right to Retain the Firm of Its Choice, which justifies the client's initiative in offering Engineer A work, yet this same action causes Firm Establishment and Departure Nondisclosure, showing that respecting the client's right to choose does not automatically resolve the engineer's separate duties regarding transparency and fair competition that arise downstream.
State changes (1)
  • began: Clover City Contracts Under Consideration
Engineer A declined the apparent immediate offer of work from Clover City and declined to participate on an active project while still associated with ABC, rather than capitalizing on the city's overture.
Fulfills (1)
  • Duty Not to Compete Directly with Former Employer While Relationship Is Active
Causal-normative reasoning(confidence 0.75)
By declining the business opportunity that arose directly from the client's favorable impression of his expanded report, Engineer A upheld fairness to his employer by refusing to convert a client relationship built on ABC's work into personal gain while still employed, even though this same opportunity later prompted him to establish his own firm.
State changes (1)
  • began: Clover City Contracts Under Consideration
Engineer A did not disclose Clover City's expressed interest in his services to ABC before departing, an omission the Board contrasts with the disclosure made by the engineers in Case 86-5 but does not consider particularly significant.
Causal-normative reasoning(confidence 0.55)
Departure Nondisclosure, caused by the Business Opportunity Suggestion, lacks any fulfills or violates designation, yet its silent role in enabling Firm Establishment without informing the prior employer or client suggests an unaddressed transparency gap that the causal chain leaves normatively unresolved.
State changes (1)
  • began: Engineer A Nondisclosure to ABC
Six months pass between the Clover City officials suggesting that Engineer A open his own company and Engineer A deciding to establish his own firm.
Six months after the city's suggestion, Engineer A decided to establish his own engineering firm in Clover City.
Causal-normative reasoning(confidence 0.70)
Firm Establishment is guided by the Free Enterprise Principle, legitimizing Engineer A's decision to start a competing practice, and its causal effect of producing Client Solicitation Restraint shows the engineer voluntarily limiting the exercise of that same free-enterprise right until an appropriate waiting period passes.
At the founding of his firm, Engineer A voluntarily refrained from soliciting work from ABC's clients, including Clover City, for a period of time, even though no non-compete agreement bound him.
Fulfills (1)
  • Duty Not to Compete Directly with Former Employer While Relationship Is Active
Causal-normative reasoning(confidence 0.75)
Once Engineer A established his firm as a result of the client's suggestion, restraining himself from soliciting that client's business preserved fairness to his former employer during the active relationship, setting up a boundary that only lapsed once the waiting period expired and solicitation became permissible.
State changes (1)
  • began: Engineer A Solicitation Abstention Period
Approximately one year passes after Engineer A establishes his own firm during which he refrains from soliciting ABC's clients, after which he begins soliciting work. The Board treats this elapsed period as significant to the reasonableness of his conduct.
After a year had passed, Engineer A began soliciting work from ABC's clients, including Clover City, entering into direct competition with his former employer.
Causal-normative reasoning(confidence 0.70)
Client Solicitation, triggered only after Waiting Period Expiration, is guided by both the Free Enterprise Principle and the Client's Right to Retain the Firm of Its Choice, meaning the delay allows the engineer to pursue legitimate competition while still honoring the client's autonomy to select its preferred firm.
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, an employee of ABC Engineering Company with a strong working relationship with Clover City, a neighboring municipality. ABC holds a contract with Clover City to prepare a report on the expansion of the city's water treatment plant, and you developed that report, which the city will use to secure funding for the project. In the course of this work, you included a section addressing funding for an elevated storage tank, even though that work falls outside the scope originally negotiated between ABC and Clover City, and no separate contract exists covering the tank design. Clover City has paid ABC for the report and is impressed by your initiative, and city officials have since suggested that you open your own engineering firm in Clover City, indicating they would consider awarding you a retainer contract as well as the contract for the elevated storage tank design. You have no non-compete agreement with ABC. Six months after this suggestion, you leave ABC to establish your own firm in Clover City, and after a year passes you consider soliciting work from ABC's former clients, including Clover City. Several decisions about your conduct toward ABC and Clover City now lie ahead of you.

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: Employee EngineerFirm Principal

Guided by: Free Enterprise in Firm Establishment, Client Choice of Clover City, Fair and Equitable Balancing of Interests

Engineer A must keep confidential information learned while employed at ABC Engineering Company, yet accepting an adversarial role against ABC on behalf of a new client risks exposing or relying on that confidential knowledge, even inadvertently. This creates tension between the duty to protect the former employer's information and the constraint against improper involvement in matters directly opposed to that employer's interests.

Attaches to role: Employee Engineer

Engineer A, now a principal at a new firm, owes faithful agency to the new firm and its client, Clover City, but also retains a residual loyalty obligation to the former employer, ABC Engineering Company. Serving the new client's interests fully, including in a matter adverse to ABC, can directly undercut the loyalty owed to the former employer, creating a conflict between current fiduciary duty and past professional allegiance.

Attaches to role: Firm Principal

As a faithful agent to the current client, Engineer A is expected to apply the fullest relevant expertise to the matter at hand, but a constraint limits use of specialized knowledge that was gained specifically through the prior engagement with ABC Engineering Company. Fully serving the client may tempt Engineer A to exceed this limit, while strict adherence to the limit may mean providing less complete service to the client, so the two pull in opposite directions.

Attaches to role: Firm Principal
ABC Engineering Roles in this case: Company EmployerCompany Services Provider

Engineer A must keep confidential information learned while employed at ABC Engineering Company, yet accepting an adversarial role against ABC on behalf of a new client risks exposing or relying on that confidential knowledge, even inadvertently. This creates tension between the duty to protect the former employer's information and the constraint against improper involvement in matters directly opposed to that employer's interests.

Attaches to role: Company Employer

Engineer A, now a principal at a new firm, owes faithful agency to the new firm and its client, Clover City, but also retains a residual loyalty obligation to the former employer, ABC Engineering Company. Serving the new client's interests fully, including in a matter adverse to ABC, can directly undercut the loyalty owed to the former employer, creating a conflict between current fiduciary duty and past professional allegiance.

Attaches to role: Company Employer

As a faithful agent to the current client, Engineer A is expected to apply the fullest relevant expertise to the matter at hand, but a constraint limits use of specialized knowledge that was gained specifically through the prior engagement with ABC Engineering Company. Fully serving the client may tempt Engineer A to exceed this limit, while strict adherence to the limit may mean providing less complete service to the client, so the two pull in opposite directions.

Attaches to role: Company Employer
Clover City Roles in this case: Client

Engineer A must keep confidential information learned while employed at ABC Engineering Company, yet accepting an adversarial role against ABC on behalf of a new client risks exposing or relying on that confidential knowledge, even inadvertently. This creates tension between the duty to protect the former employer's information and the constraint against improper involvement in matters directly opposed to that employer's interests.

Engineer A, now a principal at a new firm, owes faithful agency to the new firm and its client, Clover City, but also retains a residual loyalty obligation to the former employer, ABC Engineering Company. Serving the new client's interests fully, including in a matter adverse to ABC, can directly undercut the loyalty owed to the former employer, creating a conflict between current fiduciary duty and past professional allegiance.

As a faithful agent to the current client, Engineer A is expected to apply the fullest relevant expertise to the matter at hand, but a constraint limits use of specialized knowledge that was gained specifically through the prior engagement with ABC Engineering Company. Fully serving the client may tempt Engineer A to exceed this limit, while strict adherence to the limit may mean providing less complete service to the client, so the two pull in opposite directions.

The Board’s deliberation

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

It was ethical for Engineer A to establish his own firm in Clover City.
It was ethical for Engineer A to begin soliciting work from ABC’s clients, including Clover City after a year had passed.
Opening States (10)
Tank Work Outside ABC Scope No Compete Agreement Absence Engineer A Clover City Familiarity Clover City Contracts Under Consideration Engineer A Solicitation Abstention Period Clover City Impressed With Engineer A Engineer A Specialized Knowledge Absence ABC Clover City Dependency on Engineer A Engineer A Independent Departure Motivation Firm Establishment Proscription Absence
Summary
  • An engineer may ethically leave a firm and compete for clients in the same market, since the right to practice and earn a livelihood is not automatically forfeited by prior employment.
  • Confidential information gained at a former employer must never be used or disclosed in a new engagement, even when the new work places the engineer in a position adverse to that former employer.
  • Loyalty to a current client and confidentiality owed to a past employer can coexist as separate obligations, so long as the engineer draws a firm line between general professional expertise and specific protected information.

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