Where to Find Legal Advice for Engineers? 1

[m_ridzon]

Hello! Most of us know the difference between CAD (computer-aided-drafting) and CAE (computer-aided-engineering). My employer does the latter. I'm considering opening a side business doing the former. Most engineers know though, that these two are "cousins" and occasionally intersect. I've told my employer that I'm considering a side CAD business and they have asked me to draft some terms of this arrangement (i.e., they are open to the idea). Specifically, they would like me to draft an email discussing possible "intersections" where a CAD prospect may also be looking at CAE work, or where a customer of my employer would approach me for my work. I am currently working on that draft and think I could benefit from some "legal eyes" on it before submission to management. How can I track down a lawyer that specializes in "engineering" stuff? Any feedback would be appreciated.

 

[phamENG]

You could look for attorneys in your area that work on patent law - many of them have engineering degrees or other technical backgrounds. Even if they don't handle what you're talking about, it's probably close enough that they have somebody to refer you to. My go-to attorney is sort of a jack-of-all-trades in the legal world. He knows enough to give basic advice on almost anything, great advice in corporate and real estate law, and a list of specialist contacts that he works with who will give me the red carpet treatment when I mention his name.

 

[CWB1]

Until you're certain that management (the larger group) is onboard with the details of exactly what services you would offer, those you wouldn't, and any potential conflicts (ie working for same customer, solicitation on the clock, etc), I wouldn't waste money on an attorney yet. I would work out those details informally and ask if they wanted their attorney to draft your legal release or if yours should for theirs' approval. I've worked at several companies where their attorney would draft the release, allowing you to save money by simply having yours review and approve.

I would also avoid using acronyms, call out your intentions very explicitly. CAD = Computer Aided Design = specialized 3d design. CAE = 3d analysis. Drafting is generating 2d prints.

 

[m_ridzon]

I did uncover a local lawyer from a longstanding firm. This particular lawyer in the firm doesn't have an engineering background, but some of his colleagues do. Moreover, this particular lawyer has handled this situation plenty of times, where an employee is doing something on the side that may or may not violate his employer's Handbook and/or Non-Compete agreement. So I was glad to find him.

Until you're certain that management (the larger group) is onboard with the details of exactly what services you would offer, those you wouldn't, and any potential conflicts (ie working for same customer, solicitation on the clock, etc), I wouldn't waste money on an attorney yet. I would work out those details informally and ask if they wanted their attorney to draft your legal release or if yours should for theirs' approval. I've worked at several companies where their attorney would draft the release, allowing you to save money by simply having yours review and approve.

I appreciate the feedback and I understand your logic. However, I intend to meet with the attorney on the front-end, instead of the back-end, and pay the cost for it. I would like to anchor my position first, before the employer, in hopes of getting the most favorable arrangement for myself. Therefore, the lawyer will review my employer's Handbook, my Non-Compete, and my draft business proposal, before submission to management. The lawyer's cost estimate was acceptable to me, so I'm fine with this approach on the front-end.

I would also avoid using acronyms, call out your intentions very explicitly. CAD = Computer Aided Design = specialized 3d design. CAE = 3d analysis. Drafting is generating 2d prints.

This is a great idea. I had not thought of this.

 

[phamENG]

Glad you found somebody.

One thing to be cautious of, and CWB1's solution would have helped to mitigate it: there's a basic legal principle where, in a dispute, the author (or authoring party) of the agreement at the center of the dispute is usually at a disadvantage. If there is any ambiguity in the agreement, the usual assumption is that the authoring party understood the intent, the receiving party may not have, and so the receiving party is given a little more leeway. This is part of the reason the rental agreements I give my tenants are 18 pages long and not a simple "I'll take care of it and give you money every month" and my minimum engineering service agreements are 3 pages with very fine print.

Certainly not an absolute, but it does come up fairly often. Just make sure everything is clear.

 

[m_ridzon]

One thing to be cautious of, and CWB1's solution would have helped to mitigate it: there's a basic legal principle where, in a dispute, the author (or authoring party) of the agreement at the center of the dispute is usually at a disadvantage. If there is any ambiguity in the agreement, the usual assumption is that the authoring party understood the intent, the receiving party may not have, and so the receiving party is given a little more leeway.

Does this principle apply more so, in a situation where a violation has already occurred? My situation has no existing violation; rather, it is a negotiation about how much leeway I have to start my side gig. Moreover, I'm the "author" regardless. I already approached management and they said, "draft an arrangement and submit it to us."

 

[IRstuff]

I already approached management and they said, "draft an arrangement and submit it to us."

If being the author puts you at the disadvantage, then that makes perfect sense for them.

TTFN (ta ta for now)
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[phamENG]

After something goes south - you only get a disagreement/dispute if somebody violates the agreement. Or, more specifically, if somebody violates the agreement as the other party understands it. Some lawyers make a living out of finding gray areas to exploit for their clients. It's like contractors in the construction industry that look for sub-standard contract/design documents that they can exploit for change orders.

Not saying it'll happen, but it's something to be mindful of.

 

[m_ridzon]

After something goes south - you only get a disagreement/dispute if somebody violates the agreement. Or, more specifically, if somebody violates the agreement as the other party understands it. Some lawyers make a living out of finding gray areas to exploit for their clients. It's like contractors in the construction industry that look for sub-standard contract/design documents that they can exploit for change orders.

Not saying it'll happen, but it's something to be mindful of.

Thank you for this feedback. But if your principle is accurate, I'm already at a disadvantage, because they have instructed me to take the first pass at the arrangement. So I guess there is no getting around it. ~shoulder shrug~

 

[Enable]

The legal principle phamENG speaks of is contra proferentem, and it doesn't necessarily put you at a disadvantage. Sure, if ambiguity is present in a clause it will be construed against the party who drafted the agreement but only if they seek to rely upon it. Moreover, ambiguity is not necessarily defined in the same way as one would usually think; it doesn't mean that if there is a situation that isn't explicated the clause will automatically be read against the drafter, rather if there is a fact pattern that is not explicated in the contract, the drafter seeks to rely upon a clause they allege deals with that fact pattern AND standard contract principles (such as that of reasonable intent) do not resolve the issue then contra proferentem will be applied.*

See this Supreme Court of Canada case (TLDR Summary) where the trial judge applied contra proferentem due to alleged ambiguity in an insurance clause, the appellate court concocted a new test to resolve the ambiguity, and where the SCC said y'all are silly - standard contract principles resolve this and so no new test is required nor is the application of contra proferentem (note: there is a slight difference between standard form contracts (such as the insurance contract in the linked case) and the one you will be engaging in but for our purposes that doesn't matter. The key takeaway for us is that ambiguity is looked at in a broad context).

Anyways, there are also other advantages to drafting the agreement so I wouldn't be dissuaded by contra proferentem.

*this is not legal advice and should not be relied upon. Please seek competent legal council prior to proceeding with any agreement. Yadda yadda. **

**do seek legal council prior to signing any such agreement though.

 

[phamENG]

Enable - neat. Didn't know it had a cool Latin name.

m_ridzon - as Enable says, there's more to it than that. It's just something to be aware of and to keep in the back of your mind. Also something to discuss with your attorney. Figure out ways that such an agreement could be found legally ambiguous and make sure those gaps are filled. Then you can move on to other issues and concerns, like making a truck load of cash in your new endeavor.

Good luck!

 

[m_ridzon]

Great feedback! Thanks folks!