How to Stop Former Employees Using Old Job Titles

What counts as a truthful use of a former job title?

A truthful use states the title the person actually held, as past history with an end date. That describes a connection that existed. Minnesota’s statute targets the opposite: a representation “that a person has a sponsorship, approval, status, affiliation, or connection that the person does not have” (Minn. Stat. § 325D.44, subd. 1, clause (5)).

The statute also has a threshold. It applies to a person who acts “in the course of business, vocation, or occupation.” The clearest fit is a profile, website, or pitch used to sell the person’s new services. A personal mention of a past role sits further from that condition.

Entries like these describe past work:

• Vice President of Sales, Acme Corp., 2019 to 2025
• Formerly Controller at Acme Corp.
• A list of duties the person performed, written in the past tense

For the statute’s full scope, see Minnesota’s Deceptive Trade Practices Act.

When does an old title become a deceptive trade practice in Minnesota?

An old title becomes a deceptive trade practice when it is used in business in a way likely to make people believe the person still holds it or still speaks for your company. Minn. Stat. § 325D.44, subd. 1 lists conduct that “causes likelihood of confusion or of misunderstanding as to affiliation, connection, or association with, or certification by, another” (clause (3)), and a claimed status the person does not have (clause (5)).

Uses that can suggest a present role include:

• An email signature with your company name and the old title, sent from the person’s new business account
• A LinkedIn headline or website bio that states the title in the present tense, with no end date
• Business cards or letterhead with the old title, handed to your customers
• A sales pitch to your customers that says the person “is” your vice president or “handles” your accounts
• A title the person never held, such as a promotion claimed after leaving

You do not need a fooled customer to act. Under Minn. Stat. § 325D.44, subd. 2, “a complainant need not prove competition between the parties or actual confusion or misunderstanding.” When the title travels with your logo or branded templates, the logo rules add to this analysis; see a former employee’s use of your logo.

How does federal law treat a false claim of a current title?

Federal law gives a parallel claim when the false title is used in commerce in connection with goods or services. 15 U.S.C. § 1125(a)(1)(A) reaches a “false or misleading representation of fact” that “is likely to cause confusion, or to cause mistake, or to deceive as to the affiliation, connection, or association of such person with another person.” The person making it “shall be liable in a civil action by any person who believes that he or she is or is likely to be damaged by such act.”

The federal claim and the Minnesota claim ask the same core question: does the use make people think the former employee is still connected to your company? The Minnesota statute’s relief “is in addition to remedies otherwise available against the same conduct under the common law or other statutes of this state” (Minn. Stat. § 325D.45, subd. 3). Which claim to bring, and in which court, is a strategy decision for the specific facts.

When does a departing officer’s title legally end?

For a Minnesota corporation, an office becomes vacant “because of death, resignation, removal, disqualification, or other cause” (Minn. Stat. § 302A.341, subd. 3), and the statute says how resignation and removal happen. Under subdivision 1, “An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice.”

Removal can come from the board or, in some cases, the chief executive officer. “An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present” (subd. 2). “An officer appointed by the chief executive officer may also be removed at any time, with or without cause, by the chief executive officer,” and in a corporation that is not closely held, the chief executive officer may remove a board-elected or board-appointed officer, other than the chief financial officer, to the extent the articles, the bylaws, or a board resolution authorize it (subd. 2). The same subdivision limits the effect: removal “is subject to the provisions of a shareholder control agreement and is without prejudice to any contractual rights of the officer.” Removing an officer does not erase the officer’s contract rights.

Two offices cannot stay empty. A vacancy “in the office of chief executive officer or chief financial officer shall, be filled” (subd. 3). The public record matters too. A business that must file a Minnesota annual renewal states in it “the name and business address of the officer or other person exercising the principal functions of the president of a nonprofit corporation, manager of a limited liability company, or chief executive officer of a corporation or cooperative” (Minn. Stat. § 5.34). A corporation “must file with the secretary of state by December 31 of each calendar year a renewal” (Minn. Stat. § 302A.821, subd. 1).

For an LLC, Minn. Stat. § 322C.0301, subd. 1 provides that “A member is not an agent of a limited liability company solely by reason of being a member.” Subdivision 2 adds that membership does not stop law other than chapter 322C from imposing liability on the company because of the person’s conduct, which is where apparent authority comes in. An LLC that gives its people officer titles should look to its operating agreement for how those titles are given and ended.

How can a former employee’s leftover title bind your company?

A leftover title can bind your company through apparent authority, and Minnesota looks for that authority in your company’s conduct, not the former employee’s. In Truck Crane Service Co. v. Barr-Nelson, Inc., 329 N.W.2d 824 (Minn. 1983), the Minnesota Supreme Court restated the rule: “the proof of the agent’s apparent authority must be found in the conduct of the principal, not the agent.” A company can also be bound by ratification, which in Anderson v. First Nat. Bank of Pine City, 228 N.W.2d 257 (Minn. 1975) occurs when the principal, “having full knowledge of all the material facts,” approves “by affirmative act or acquiescence, the originally unauthorized act of another,” “binding the principal by the act of his agent as though that act had been done with prior authority.”

The facts in Truck Crane show the risk a title creates. A man “had been the secretary-treasurer of Barr-Nelson until June of 1978,” and “his name had been printed on company checks with the title “Secretary-Treasurer” until this dispute arose in 1979.” No one told the supplier he no longer held the office, and he signed a payment guarantee. The court held these facts “insufficient as a matter of law to support a finding of apparent authority sufficient to bind the principal.” It said the check imprint “would be the strongest factor in the plaintiff’s case,” “but for the fact that plaintiff failed to establish any awareness of or reliance on it at the time the agreement was reached.” The company’s president had also written to the supplier denying liability, which put the supplier on inquiry.

A title still counts for something. In Powell v. MVE Holdings, Inc., 626 N.W.2d 451 (Minn. App. 2001), the court wrote: “Although a job title alone will not conclusively establish apparent authority for a contract, Powell’s belief that O’Halloran was authorized to redeem Powell’s stock is traceable, in part, to O’Halloran’s position as Holdings’ top-ranking executive.” That case involved a sitting CEO, not a former one, and it affirmed a judgment against the company. For the doctrine in more depth, see apparent authority in contracts and defending a claim based on apparent authority.

What should you change when a titled employee leaves?

When an officer or manager leaves, I suggest changing each document and record that shows the person’s title, and telling the people who dealt with the person, because apparent authority must be proved from the company’s own conduct. Each step below traces to an authority above:

1. The corporate record. A written resignation, or a removal by board resolution or, where subdivision 2 allows it, by the chief executive officer, fixes the date the title ended under Minn. Stat. § 302A.341, subd. 1 and subd. 2.
2. The state record. If the departing person was the CEO or LLC manager named on your last annual renewal under Minn. Stat. § 5.34, the next renewal should name the successor.
3. Checks, bank signature cards, and letterhead. In Truck Crane, the court said the printed title on checks “would be the strongest factor in the plaintiff’s case,” but for the supplier’s failure to show any awareness of or reliance on it, so a title on a company document should come off when the person leaves. The signature authority of departing employees page covers bank and approval controls.
4. Your website, directories, and email system. A staff page or auto-reply that still lists the person as an officer is your company’s own statement.
5. Written notice to vendors, lenders, and key customers who dealt with the person. Truck Crane quoted the rule that “Every person who undertakes to deal with an agent is put on inquiry and must discover whether the agent has the authority to complete the proposed act,” and a written notice of the departure gives those people that information.
6. Accurate wording in that notice. Minn. Stat. § 325D.44, subd. 1, clause (8), lists conduct that “disparages the goods, services, or business of another by false or misleading representation of fact,” so a notice that states the departure date and the new contact person, and nothing about the former employee’s new business, keeps your company’s statement factual.

What can your company say about a former employee’s title?

Your company may confirm a former employee’s real dates and role, and Minnesota limits lawsuits over that kind of answer to a reference request. Under Minn. Stat. § 181.967, subd. 2, no action may be maintained against an employer over the listed information disclosed “to a prospective employer or employment agency” unless the former employee “demonstrates by clear and convincing evidence that: (1) the information was false and defamatory; and (2) the employer knew or should have known the information was false and acted with malicious intent to injure the current or former employee.” The statute defines “employee” to include “an officer of a corporation” (subd. 1). For a private employer, that protection covers listed information given to a prospective employer or employment agency “in response to a request,” including “(1) dates of employment” and “(3) job description and duties” (subd. 3(a)). Other items need more. “With the written authorization of the current or former employee, subdivision 2 also applies to the written disclosure” of written evaluations, “written disciplinary warnings and actions in the five years before the date of the authorization,” and “written reasons for separation from employment,” and “The employer must contemporaneously provide the employee or former employee with a copy of information disclosed under this paragraph and to whom it was disclosed by mailing the information to the employee or former employee” (subd. 3(b)). The statute adds that it “does not affect the availability of other limitations on liability under common law” (subd. 6), and subdivision 6 also says the section “does not apply to an action involving an alleged violation of chapter 363 or other statute.”

A terminated employee can also ask for the reason in writing. Under Minn. Stat. § 181.933, subd. 1, “An employee who has been involuntarily terminated may, within 15 working days following such termination, request in writing that the employer inform the employee of the reason for the termination. Within ten working days following receipt of such request, an employer shall inform the terminated employee in writing of the truthful reason for the termination.” That statement itself cannot be the subject of a defamation action by the employee (subd. 2). More on the limits of these statements is in disclosing details about a former employee.

How should you respond when a former employee keeps using the title?

A specific written request, backed by a record of each use, gives the former employee a clear chance to fix it and leaves a record of what you asked for if the use continues. I suggest this order:

1. A record of each use. Screenshots of the profile, saved emails with their signature blocks, and copies of cards or proposals, each with a date, show what was in use and when.
2. A sorted list. Truthful past-tense entries should come off the list, because only uses that suggest a current role or a title never held fit Minn. Stat. § 325D.44, subd. 1.
3. A specific written demand. The demand should name each item and the change you want (an end date on the profile, the old title removed from the signature, the cards destroyed), with a reasonable date, because a specific request is easier to follow and to check. Cease and desist letters covers the letter itself.
4. A claim limited to the uses that mislead. Under Minn. Stat. § 325D.45, subd. 1, “A person likely to be damaged by a deceptive trade practice of another may be granted an injunction against it under the principles of equity and on terms that the court considers reasonable. Proof of monetary damage, loss of profits, or intent to deceive is not required.” Fees run both ways: a court may award them if “the party complaining of a deceptive trade practice has brought an action knowing it to be groundless,” or if “the party charged with a deceptive trade practice has willfully engaged in the trade practice knowing it to be deceptive” (subd. 2). A suit should rest on the misleading uses, not on an accurate resume line.

A Title Clause for the Next Departure

A separation agreement can set the description the person will use, such as the exact title and end date. The clause should limit only how the past role is described. Minn. Stat. § 181.988, subd. 2 says “Any covenant not to compete contained in a contract or agreement is void and unenforceable”. Subdivision 1 defines that covenant as an agreement restricting the employee, after employment ends, from performing work for another employer for a specified period, work in a specified geographical area, or work for another employer in a similar capacity. The definition “does not include a nondisclosure agreement, or agreement designed to protect trade secrets or confidential information,” and it “does not include a nonsolicitation agreement, or agreement restricting the ability to use client or contact lists, or solicit customers of the employer.” Subdivision 2(c) keeps “any other provisions in a contract or agreement containing a void or unenforceable covenant not to compete” in force.

If the agreement also releases claims, two more rules apply. For age claims, “An individual may not waive any right or claim under this chapter unless the waiver is knowing and voluntary” (29 U.S.C. § 626(f)), and the minimums include “a period of at least 21 days within which to consider the agreement” (45 days for a group program) and a revocation right “for a period of at least 7 days following the execution of such agreement.” Different rules apply to a release that settles an age charge or lawsuit already filed. For Minnesota Human Rights Act claims, a release “may be rescinded within 15 calendar days of its execution, except that a waiver or release given in settlement of a claim filed with the department or with another administrative agency or judicial body is valid and final upon execution,” and “A waiving or releasing party shall be informed in writing of the right to rescind the waiver or release” (Minn. Stat. § 363A.31, subd. 2). Check the current text of both before you use them. More on drafting these agreements is in separation agreements.

What Your Company Can Do Next

A former employee’s truthful job history is lawful, and your company can ask a court for an injunction against the business uses that present an old title as current. Several steps are inside your own control: ending the title on the company’s records, taking it off documents, and telling the people who dealt with the person. If you would like to know which of a former employee’s uses you can demand be changed, or what a departing officer’s resignation, records, and notices should say, email [email protected] with a brief description, and I can start an intake and conflict check before you send any confidential documents. More on how I handle these matters is on my contracts practice page.