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NSW Breach of Contract and Social Media - Facebook Used as Client Database?

Discussion in 'Commercial Law Forum' started by Lauren77, 29 March 2016.

  1. Lauren77

    Lauren77 Active Member

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    I sold my business about books, including social media like the Facebook account. Then, I created another Facebook account selling books, too. I used 'find friends' and 'people you may know' tools of Facebook to find a customer.

    I am then accused of breach of contract by the buyer about using a client database. The only client database they say they have is Facebook friends.

    So, can the Facebook friend list be used as a client database?
     
  2. Tim W

    Tim W Lawyer

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    Sure, why not?
     
  3. Lauren77

    Lauren77 Active Member

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    Isn't Facebook public and anyone can access it? In the contract, it does not say that Facebook friends list is a client database.

    And if my Facebook account has mutual friends with the buyer, does it mean that I am in breach of contract because of it?
     
  4. Tim W

    Tim W Lawyer

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    Is the contract silent on the question, or does it expressly say something like "The Facebook friends are not a client list"?

    I suggest that if the Facebook friends list has the "operative effect" of being a list of customers*, and
    the business uses FB friendship to communciate with those customers, then I am not sure how you could claim
    that, as a business record, it's any different to cardboard index cards, or a written list, or an Outlook Contacts group, or a Yahoogroup, or a distro group in Mailman etc etc.
    Same effect, same use, even if different tools for the same purpose.

    ----------------------------------------------
    * even if only some of the customers are in the friends list, and even if the friends list also contains non-customers
     
    Rod likes this.
  5. Lauren77

    Lauren77 Active Member

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    It just states "client database" on the contract. Right now, they ask me to buy the business back. Would you recommend that I should go with that or to see if how much damage they will claim.
     
  6. Tim W

    Tim W Lawyer

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    Well, if not the FB friends list, then what is the "client database"?

    For the reasons described in my signature below,
    I make no recommendation either way as to your next move.
    .
     
  7. Rod

    Rod Well-Known Member

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    You may not like Tim's answer but it is a good answer. If you want to continue selling books and using Facebook to help your sales, then buying back might be the best option. Else stopping using facebook to sell books.
     
  8. Lauren77

    Lauren77 Active Member

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    If I stop using facebook, can they still sue me?
     
  9. Rod

    Rod Well-Known Member

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    Hard to say. Depends on the wording of your sale contract and the amount of damages they can prove and how long you sold books for after the sale of your business and how much money you made selling the books on facebook. If you do stop selling on facebook then I recommend you tell this to the other party. It may stop them taking legal action.
     
  10. Lauren77

    Lauren77 Active Member

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    From what I see, they don't want to sell anything anymore. They only want the money back by reselling the business back me. Before selling the business, what I usually do on facebook is posting loads of products because that's how I make profit from it. Since they bought, they rarely do it and suddenly closed the physical shop.

    And also how do they know how much I made a profit from selling books? Even if I sell books to non-customers of theirs.
     

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