My question involves labor and employment law for the state of: California
I worked as an independent contractor for 5 years for a company without a signed employment agreement. I do have many oral agreements, a computer dated memorandum of terms I created in 2012, and years worth of commissions which support a commission structure from my business associate. My job was to find companies to sign up for this company's SEO services. At the beginning of this year I was told by my business partner that he was leaving the business, but not to worry because he had a friend who was going to be taking over all the support services and over the next 6 months or so all business would seamlessly be transferred to this new company. The new company's CEO knew of my existence and that all of the contracts being serviced were deals I brought into the company. I had been told he was agreeable to my terms. The transfer of services happened over a period of time. Over the next few months, the business contract that i was having new clients sign specifically stated that the company I had always worked for was now part of the new company. New company's name was right on contract. Obviously, I would not be writing up deals for the new company unless it was understood that i would paid on those deals. This was expressed verbally and implied. Due to some lawsuit threats behind the scenes, the old company (which was just a DBA) which had paid all of my commissions was suddenly shut down. The owner struck a deal with the new guy to acquire the assets. The company was just a DBA so this simply meant that new guy was taking over the contracts I had brought into company.
In my personal deal memorandum dated 2012 it specifically states that should any asset/deal that was brought into the company by me be sold or assigned to a third party or should I or the previous owner part ways for any reason, that i should continue to be paid on my active clients for a period of seven years.
The new owner of the old business name/contracts is stating that he has no obligation to pay me commissions on any of my deals, even new deals that have his company name on the contract that i brought in during the transfer period. he claims that his only obligation is to pay the old owner their terms for him to take over the deal since he has no contract with me.
1) Is my unsigned employment agreement which is mostly oral and proven by years of performance enforceable as an independent contractor?
2) Is the old owner of business or new owner of contracts obligated to pay me commissions on ongoing deals?
3) can a business simply shut down and continue to have contracts serviced by rewriting contracts with a new provider and be damage proof? The business doesn't really exist, but the owner does -- AND -- the owner of the old contracts is now working with the new owner of the contracts. Essentially the contracts and the owner have been absorbed by new entity.
4) Do "Fraudulent Inducement" (reason I stayed on), 'Fraudulent Transaction" , "Covenant of Good faith and fair dealing", Conspiracy to defraud have any bearing on this matter? It's pretty small in dollar value, probably about 1o grand. I know my best bet is small claims. is there a case?
Thanks so much!