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.