also asked Farrar to also sign the Assignment of Inventions and Confidentiality “[p]lease Agreement enclosed with this letter and return it to us, together with the signed copy of this Paragraph 8 of the final offer letter was likewise entitled letter.” “Confidential Information,” and similarly stated, Commerce has developed and will continue to “Direct develop key proprietary information crucial to its and provided Farrar, as a business” condition of her employment, would a Confidentiality Agreement in the form “sign delivered to you by Direct The closing paragraph of the final offer letter, Commerce.” before the signature block, again asked Farrar to also sign the Assignment of “[p]lease Inventions and Confidentiality Agreement enclosed with this letter and return it to us, together with the signed copy of this letter.” Although Farrar signed the final offer letter on January 6, 2011, she states in her opposing declaration that she did not actually receive the confidentiality agreement until four days later, on January 10, 2011, when she started her employment. Farrar makes no claim, however, that she objected to either the initial or final offer letter because the referenced confidentiality agreement was not attached. Nor does she claim that she ever asked for and was refused a copy of the confidentiality agreement. In e-mail to Farrar attaching the final offer letter, he pointed out he had Hanavan’s the section about evaluating commission for Ongoing Fees at the end of “added year 2.” He made no mention of the changes to paragraph 13 or of any other wording changes in the final offer letter. The final offer letter and agreement provided Farrar with a $100,000 salary, plus commissions and the opportunity for stock options. Direct Commerce was assisted by counsel during the negotiations with Farrar. Farrar was not represented, but makes no claim she asked for additional time or for the opportunity to review the offer letter with counsel and was refused. Four years later, Direct Commerce terminated employment, and in June Farrar’s 2015, she sued the company, alleging breach of contract, conversion, wrongful termination, breach of the covenant of good faith and fair dealing and failure to pay wages owed and waiting time penalties.
also asked Farrar to “[p]lease also sign the Assignment of Inventions and Confidentiality Agreement enclosed with this letter and return it to us, together with the signed copy of this letter.” Paragraph 8 of the final offer letter was likewise entitled “Confidential Information,” and similarly stated, “Direct Commerce has developed and will continue to develop key proprietary information crucial to its business” and provided Farrar, as a condition of her employment, would “sign a Confidentiality Agreement in the form delivered to you by Direct Commerce.” The closing paragraph of the final offer letter, before the signature block, again asked Farrar to “[p]lease also sign the Assignment of Inventions and Confidentiality Agreement enclosed with this letter and return it to us, together with the signed copy of this letter.” Although Farrar signed the final offer letter on January 6, 2011, she states in her opposing declaration that she did not actually receive the confidentiality agreement until four days later, on January 10, 2011, when she started her employment. Farrar makes no claim, however, that she objected to either the initial or final offer letter because the referenced confidentiality agreement was not attached. Nor does she claim that she ever asked for and was refused a copy of the confidentiality agreement. In Hanavan’s e-mail to Farrar attaching the final offer letter, he pointed out he had “added the section about evaluating commission for Ongoing Fees at the end of year 2.” He made no mention of the changes to paragraph 13 or of any other wording changes in the final offer letter. The final offer letter and agreement provided Farrar with a $100,000 salary, plus commissions and the opportunity for stock options. Direct Commerce was assisted by counsel during the negotiations with Farrar. Farrar was not represented, but makes no claim she asked for additional time or for the opportunity to review the offer letter with counsel and was refused. Four years later, Direct Commerce terminated Farrar’s employment, and in June 2015, she sued the company, alleging breach of contract, conversion, wrongful termination, breach of the covenant of good faith and fair dealing and failure to pay wages owed and waiting time penalties.
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