Company Public disclaimer in respect of an ex-employee.

First thing first, this is is my “personal legal opinion”

My opinion is not personal to anybody

I am only sharing this here for learning purposes.

That being said, let’s get to this.

I am going to be answering five (5) main questions.

1. What is a public disclaimer in respect of an ex-employee.

2. When should a company issue a public disclaimer?

3. What is the legal implication of not issuing a public disclaimer when is it necessary to do so?

4. What is Vicarious Liability?

5. How Can a Company Protect Itself from Vicarious Liability?

I will be sharing this in a thread style so read the comments to find my opinion.

 

[Popsoladro]

1. What is a Public disclaimer?

In respect of an ex-employee,

It is a formal notice issued by a company to inform the public customers, partners, vendors, and the general market that a specific individual no longer works for, represents, or has authority to act on behalf of the company.

It is essentially, the company saying:

“This person is no longer connected to us. Any dealings with them are at your own risk.”

It puts the world on notice.

It can be issued via newspaper publication, official social media, email to known clients, or a combination of all three.

 

[Popsoladro]

2. When should a company issue a public disclaimer?

Although not every exit requires a public disclaimer, you absolutely should issue one when the following things are in place.

* The ex-employee held a senior or direct client-facing role (managerial position, Head of Sales, finance, Legal, etc.)

* The ex-employee had authority to sign contracts, collect payments, or make commitments on behalf of the company

* The ex-employee had direct relationships with your clients, vendors, or investors

* The ex-employee continues or there is reason to believe that they may continue to hold themselves out as still representing the company

* The exit was contentious or involves a dispute ( Bad leaver situations)

Basically , the higher the person’s visibility and authority, the more urgent the disclaimer becomes.

As a matter of fact,

If a third party could reasonably assume that the person still represents your company then you should absolutely issue a disclaimer.

 

[Popsoladro]

3. What is the legal implication of NOT issuing a public disclaimer when it is necessary?

If you fail to issue a public disclaimer after a high-authority employee leaves the company, you (the company) may remain legally bound by whatever that person does next, even after they’ve left your payroll.

There is such a thing called Apparent Authority and the law recognizes this.

Apparent Authority exists when a third party reasonably believes that a person still has the authority to act on behalf of a company and that belief was created or allowed by the company itself

Because the law protects reasonable third parties, not careless companies.

If the company:

Didn’t notify clients
Didn’t revoke access (email, website, IDs)
Didn’t publicly distance itself

Then it may be seen as having “held out” that person as its agent.

The legal consequences is that the company may be forced to honor unauthorized transactions,be liable for damages, may suffer reputational harm and possible regulatory exposure.

 

[Popsoladro]

4. What is Vicarious Liability?

Vicarious Liability is a legal principle that holds one party responsible for the wrongful acts of another, because of the relationship between them.

The most common example is the employer and employee relationship.

If an employee causes harm, commits fraud, or breaches a contract while acting within the scope of their role, the employer can be held liable even if the employer didn’t authorise, know about, or participate in the act.

Now extend this to an ex-employee operating under Apparent Authority.

If that person goes out, represents the company, and causes damage to a third party, and the third party had no reason to know that they had left, your company could face vicarious liability for acts you had nothing to do with.

You become responsible for someone who no longer works for you.

All because you didn’t speak up (issue a public notice) when you should have.

 

[Popsoladro]

5. How can a company protect itself from Vicarious Liability?

There are 5 things you can do to protect yourself from vicarious liability.

You should do all 5 of them for maximum protection.

1. Issue a public disclaimer immediately upon exit.

Don’t wait. The moment a high-authority employee leaves, notify your market, the public especially key clients, vendors, and partners.

Don’t do this verbally, Put it in writing.

2. Revoke all access.
Email accounts, company letterheads, websites, social media, signing authorities, bank mandates, platform access, revoke everything on the day of exit. Not afterwards, on or before their exit.

Don’t rely on a general social media post alone.

Send direct communications to clients, partners and vendors who had an active relationship with that employee.

Put them on formal notice.

4. Include indemnity clauses in your exit agreements.

Your exit documentation should clearly state that the departing employee has no further authority to act on behalf of the company and will indemnify the company for any liability arising from unauthorised acts post-exit.

5. Keep a record.
Document the exit process, what was revoked, who was notified and when.

If a dispute ever arises, you need a paper trail that shows you acted promptly and responsibly.

 

[Popsoladro]

6. Is a public disclaimer even legal? Is there a law against it?

I know a lot of people are not sure whether a public disclaimer is legal or not so let me answer it directly.

Public disclaimers are legal.
There is no law in Nigeria, or any major common law jurisdiction that prohibits a company from publicly stating that a person no longer represents them.

In fact, the companies and Alloed matters Act (CAMA) 2020 recognises the concept of authority whether it is actual, implied, and apparent authority.

Issuing a disclaimer is a direct exercise of a company’s right to manage how it is represented in the market.

The Labour Act doesn’t prohibit it.

CAMA doesn’t prohibit it.

No Nigerian statute prohibits it.

However, the disclaimer must be truthful.
It must be non-defamatory.
It must be factually limited.

Public disclaimers are highly recommended and necessary to protect innocent third parties who may be dealing the ex-employees, especially those in senior roles thinking they are dealing with the company.

The law would rather protect innocent third parties than protect a company that was careless in putting the public on notice.

It’s legal protection tool

 

[Ojobo Jennifer]

Issuing a public disclaimer with pictures of former employees & cautioning the public against doing business with them is a poor communication strategy, especially if the employees didn’t steal/defraud the company.

 

[Yahaya Samuel]

How the corporate world works.

First, before a company issues a disclaimer, know this,

The following reasons are why disclaimers are made;

- Making promises to clients they shouldn’t
- Signing or negotiating deals without approval
- Ethical breaches
- If a staff member’s actions could expose the company to, Lawsuits, Contractual liability, Regulatory penalties
- If a staff member, engages vendors, clients, or partners unofficially
The company may disclaim responsibility to avoid being bound by those dealings.
- The company wants to avoid brand damage

On the issue of commendations for the work done,

A disclaimer is meant to:

Deny responsibility, Clarify authority, Limit liability

Adding praise like:
“We appreciate their contributions and their job"

can undermine the tone and clarity of the disclaimer if not handled carefully.

In legal disputes, opposing counsel could argue:
The company still endorses or aligns with the staff
The distancing is inconsistent or weak

So know this,
This is a legal document and may not have the appreciation you expect.

Disclaimer is just a protective document.

 

[Paul Adiku]

DISCLAIMER OR NO DISCLAIMER?

Every one of us on this planet is on a journey.

You.
Me.
Even the people working with you.

When someone joins your company, they didn’t come to marry you.

They entered your bus.

And as I say,
Business is a relay race.

People join you for a season.
They contribute.
They grow.
They build with you.
Then one day…
They get to their junction.

And when they get there, they will come down.

No fight.
No drama.
Just transition.

Now here is where many business owners get it wrong.

When that person leaves your company, it becomes your responsibility to tell the public clearly:
“This person no longer represents us.”

This is not emotion.
This is your responsibility.

Because in business, especially in Nigeria, people don’t just deal with companies.

They deal with people.

And if you don’t communicate clearly, the public will assume that person still speaks for you.

That is how:
- Money gets sent to the wrong person
- Instructions get mixed up
- Your brand gets damaged
- And in some cases, you carry legal problems that are not yours

There is something called "Apparent Authority".

It simply means this:

- If it looks like someone represents you,
you may be held responsible for their actions.

Even if they have left.

So when you put out a disclaimer,
you are not trying to embarrass anybody.

You are doing your job as a business owner to:
- Protect your company
- Protect your customers
- Protect your reputation
- Protect your future

Many people get emotional about disclaimers
but don’t understand what it takes to:
- Build a company
- Empower people with access and authority
- Trust people with your brand
- And still protect what you have built

You cannot give people access and authority,
and then refuse to put structure when they leave.

That is not kindness.
That is carelessness.

Every employee you have today will one day get to their junction.

And when they do, they will leave.

When they leave, you have two options:

Option 1: Stay silent and hope nothing goes wrong

Option 2: Speak clearly and protect what you have built

If you choose not to give a disclaimer, that’s your decision.

But understand this:
You are not being kind.
You are taking a risk.

And in business, unmanaged risk is expensive.

Build with people.
Trust people.
Empower people.
But also…

Protect your company.

 

[Popsoladro]

In this post, I am going to answer the question, whether or not there must in fact be a dispute before a disclaimer can be issued by a company against its ex-employees.

There is a LITMUS TEST that determines whether or not a disclaimer is necessary in any case .

The real test is this:

Is there a real likelihood that third parties may still believe that the individual in question still represents the company?

If the answer is no, a public disclaimer is typically not necessary.

As a matter of fact,

Here are 3 key questions that you must ask before you decide whether a disclaimer is necessary or not.

1. Was this person publicly associated with the company?

* Did they interact with clients, partners, or investors?

* ⁠Were they visible on your website or social media?

2. Did they have authority (real or perceived) to act on behalf of the company?

3. Is there a real risk that third parties may still deal with them as the company’s representative?

If the answer to these questions is NO, then a disclaimer is unnecessary

But if the answer is an absolute YES, then a disclaimer is very necessary.

It doesn’t matter if the person left on good terms.

It doesn’t matter if there was no dispute or conflict.

It doesn’t matter if you parted ways as friends.

What matters is whether you put the public, clients, partners and other stakeholders on notice post-exit.

Again, the rule is this, if a reasonable third party might STILL believe that the person represents the company in any capacity, you should absolutely issue a disclaimer.

A disclaimer is not a punishment tool.

It is not a response to a wrongdoing.

It is a legal risk management instrument.

So yes, you should issue a disclaimer when a high-authority employee exits, and third parties may still believe that they still represent the company regardless of whether the departure was amicable, mutual, or contentious.

I hope this helps someone get clarity on the legal bases for a disclaimer.

PS: This will probably be my last post on this matter but this is very necessary so people can actually understand this once and for all.

If after now you still think there must be conflicts before disclaimers are issued against ex-employees then even I can’t help you.

 

[Mr Olarewaju Toheeb]

I don't know if this is wrong but I've never accepted any work that will keep me in any organization for upto 3- 5years

There are people who MUST leave to start their own ventures, something always pulls them out.

It's not deMoN, it's a burning vision, a mind full of solutions, the desire to change a background- You can’t cage them.

If you like offer them the world, they’ll be temporarily excited; but that excitement no dey last . Once that goal is achieved, they’ll become bored again.

As I grew in leadership, I discovered there was nothing inherently wrong with many of our younger staff. Often, it’s the inability of CPOs and HR to manage talent effectively.

For instance, In my chamber, nobody works past 3- 4 PM , you don’t need to start before 9 am and you don’t need to be here every day.

In fact, Abubakar told me last week that he just finished registering his SCUML, everyone in my firm has a side project or another venture.

I don’t employ people to stay; I employ leaders, employee-owners. It’s a transitional ground. I’ve had many of you here who have passed through and still passing through.

So I would be angry that you're registering CAC business or you want to go and open your chambers ? Lol, we can't be on the same level naa , it is not AI. With all Humility , you will need about 16 years or less to put a finishing touches to my kind of work . You can't compete with me, we can't even think it from that angle, you are meant to learn and soar .

They also want to come back and I keep chasing them to go start small , dont reject any job , I will help you review and give you backing.

Get your wings and fly but you see that my time the few days you come to work ? Time of resumption, EQ, EC , CT etc just give me my own ; to ceaser what belongs to ceaser.

However, there are rules and boundaries you won’t dare cross and our professional ethics are non-negotiable.

Kindly note that this approach may not be applicable to all organizations especially if they are product oriented companies .

Meanwhile, I have seen people work in a bank for 20 years; organizations like that call it stability, but after 20 years you feel obsolete , useless and shut out of the entrepreneurship world.

The problem as I’ve written in my "1,000 business mistakes" about talents is that employers have very weak knowledge-transfer practices.

When an employee leaves, you suffer and you're hurt because critical knowledge never moved from the individual into the system. As a result, replacements become difficult.

1- Understudy them immediately

2- Document every process

3- Document every customer detail

4- Eliminate informal closeness with clients

5- Do not allow their personal phone numbers for official matters , get office line and load the line .

6- No personal email usage, use official company channels for all work communications to protect privacy, data security, and accountability.

7) Offer a formal partnership arrangement with them if you're not done with them yet . Partnership gives them this sense of belonging pending smooth transition.

8) Train them; it’s not a loss, you know I feel like I owe my bosses some sort of obligations. It strengthens organization’s ecosystem in terms of loyalty .

9) lets avoid toxic exits

10) Recognize them and give them their flowers, we must acknowledge contributions publicly and privately.

To all of us ...

Don’t burn solid bridges
Lets preserve relationships and
Maintain alumni networks.