? re : contract clause

After 6 years working at the same school, my employer has for the first time introduced this clause into my contract :
"That B will not give A any damage or loss after B leaves this school"
The reason she added this is that I recently got married and am living in the same city as the school where I currently teach. From September next year when my contract expires I will be leaving that school to do something different. I have not decided yet, but maybe I will set up my own school - this is what my current employer fears, that I will set up in competition with her.
Either way, I think the new clause is too ambiguous - or maybe the ambiguity will play in my favour. I need to know just what meaning this clause has from a legal point of view and I will be very grateful for a response from anyone with knowledge in this area.

goofy2feet said:

"That B will not give A any damage or loss after B leaves this school"

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I guess its "That the employee will not cause any damage or loss to the company upon leaving"

Its a bit of a null clause - once you leave your contract with them ends - there are non-competition clauses but all they can stop you from doing is taking customers (students) with you. They have no legal standing on blocking you from doing the same thing somewhere else or on your own.

thanks

Ewok85 - thanks for your reply, the logic of which seems impeccable to me. I can't help feeling though, that if I was sued a Japanese magistrate would be unlikely to support me.... I am trying to seek a professional opinion as well, of course (I hope I am not mistaken in assuming you are not a lawyer).
Thanks again,
goofy

One word of advice to all teachers in Japan who may plan on opening up their own school in the future: Do Not Ever Tell Your Present Employer What Your Plans May or May Not Be!!

"That B will not give A any damage or loss after B leaves this school"

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Is there also a Japanese version of the contract or is this the translation of the Japanese?

I do hope you didn't sign the contract yet goofy2feet.

I believe that since you already informed your employer that you may be leaving their school and might open up your own, that this is a kind of "No compete" clause that is now inserted in your contract. In other words, if you quit, open up your own school in the same town and some of their students quit and start attending your school, it could be deemed as causing "damage" to your previous employers business and they can, and probably will, sue you. Even if a former student who previously quit their school, no longer attends at the present, and then starts attending your school in the future, it can be deemed as competing with them and that you are "stealing" their students thereby causing them "damage" and "loss".

The clause is ambiguous and is meant to be that way so that any type of teaching you do in that town may be seen as causing "damage" and "loss" to their business and, BECAUSE it is in your contract and you signed it, thereby agreeing with it, they may just win in a court of Japanese law and you might just have to pay them damages. In other words, they may just have legally prevented you from ever teaching in that town again. The ambiguity will probably NOT play in your favor. You should have checked it out before you signed it and if you didn't sign it yet, get them to change it to be more specific or don't sign it.

How do I know this? Because the same thing happened to me back in the day when I foolishly informed my present employers that I had planned on opening up my own school. Luckily, for me my school was located in a different city many kilometers away because consultation with a lawyer proved that they could do it and that if I did teach in their city they could sue me as competing with them and causing damage and loss to them.

Good luck!

Thank you very much for your reply.
The contract has not yet been signed.
It is only in English - the quote I gave is word for word.
It seems the situation is quite serious - perhaps I should ask for the clause to be made more specific.

This is very ambiguous indeed. It would be clearer if it states that you are not allowed to start-up a similar business (school) or contact the current school's customers (students) to do business with. But damages? Loss?

It'd be wise to contact a lawyer indeed.

I'm in second year at law school right now. There are about a million and one rules of contract law that would act to defeat that clause. The ambiguity of it is the big one, you can't just put a clause that states "you promise to not cause us any damage at any time, ever." The time frame is open ended, which is a problem, plus it doesn't explain what "damage" means and what kind of behaviour you are prohibited from engaging in. Of course, the clause has to be read in the context of the contract as a whole, so if other parts of the contract clarify the meaning of that clause the problem of ambiguity might go away.

Of course, these are just basic contract principles and you might want to contact a specialist in Japanese employment law if it is that big a deal. On the face of it, it seems like it could never hold up, but you should definitely consult someone in the field and not rely on people's advice here. I might suggest that you wouldn't want her to clarify her meaning, as if she did then she might put a clause stating something like "I agree to not open up a competing school in the city for a period of ten years following the termination of my employment." which would be much less ambiguous and have a better shot of being held against you.

There are other areas at play here, not just contract law. Employment statutes may bar this sort of contract as well, so like I said, If it is something you are worried about consult a lawyer. Or just demand that the clause be taken out of the contract altogether, but that might cause you other problems!

Since senseiman is the expert on this subject, I'll just add my personal opinion.

Regarding the ambiguity of the wording, I personally think it's meant to scare you mostly and will not hold up in court if it should end up there. I also think that the fact that the contract is in English only makes it ineffectual under Japanese law. I'm not 100% confident, but I've never seen a contract written in English only being validated under Japanese law. Every contract I've ever signed in Japan was never written in English only, and the Japanese version was always held valid and basis for legal interpretation.

I'm sure that consulting a lawyer will be the best solution, but I personally would start by asking at places like this:
窶ｹﾂｳ窶堋ｦ窶堙?！goo

Next to go is to free legal consulting service provided by your local municipal government. Days and hours for such service should be listed in your local government news bulletin or website.

Hope it helps, and good luck with your new venture!!

Please remember that this is more than likely a poor translation attempt by the school. The actual meaning is more of what Pachipro suggested. Even if you brought in a completely new student that never studied at the previous school, and just moved into town, it could still be viewed as damage as the previous school didn't get the customer and you did!

Welcome to Japan!

Yeah, but is sensei-man studying Japanese law? If not, it's a moot point.

Anyway, my suggestion is to get a time frame on there. 30 days is the standard in the financial world, if you work for a big company. Small ones will push for 12-24 months. I would say 60 days is more than fair in your case. Also, you want "damage" to be very clear.