₦airaland Forum

Written by a legal practitioner, A. O Akinyemi Esq.

CAN A COMPANY USE A 10-YEAR-OLD TWEET TO TERMINATE A CONTRACT TODAY?

In the wake of Ezra Olubi’s termination, one question keeps ringing in my head:

Can a “significant negative reputational damage” clause be triggered by conduct that happened over a decade ago, remained publicly accessible for years, and was never hidden in the first place?

If I were to make Ezra's case, I would consider the below amongst other things.

1. Reputational clauses are not designed to punish the past

Every reputational-risk clause I’ve ever seen, whether in fintech, banking, SaaS, Web3, or traditional employment, is forward-looking.

The language is always something like:

“the employee engages in conduct…”

“acts or omissions by the employee…”

“makes statements that…”

“does anything that causes or is likely to cause reputational damage…”

The key phrase is always “does” not “did”.

These clauses attach to new behaviour, not archived posts collecting dust since the Goodluck Jonathan administration.

Why? Because contract law respects consensus ad idem (both parties must agree on what is being regulated). You cannot retroactively punish conduct that occurred long before the contract existed, especially when the information was public and discoverable.

Unless the clause expressly says it applies retrospectively (and they never do), the courts will not stretch it that far.

2. If the conduct was public at the time of contracting, it can be strongly argued that the company is deemed to have accepted it.

This is where, I believe, the case becomes legally tricky for Paystack and Stripe.

Ezra’s tweets and blog posts were:

- in the public domain,

- accessible to anyone,

- discoverable with a simple Google search,

- available long before the $200M acquisition.

Stripe conducted due diligence. Stripe retained Ezra. Stripe approved the leadership structure.

How do you claim reputational damage in 2024 from conduct you implicitly accepted in 2020 during acquisition and for several years afterwards?

This is classic approbation and reprobation. Hot and Cold. Caring and Mean. It does not work in law. You cannot accept a fact when it benefits you and reject it when it becomes inconvenient.

The law does not allow that dance. Once the acquirer had knowledge (or constructive knowledge), opportunity to object and still chose to proceed, the company is deemed to have waived the right to claim that same historic behaviour now causes “significant reputational damage.”

You can’t sleep on something and wake up years later with selective amnesia.

3. No new conduct or inaction = no trigger.

I really want to see how Stripe would define public resurfacing as a misconduct This is the part people miss.

Ezra did not wake up last week and post a new controversial statement.

He did nothing. He issued no new controversial blogs. He posted no new hot take. He made no new pronouncements.

Someone else dug up old tweets. So even if the resurfacing caused uproar, the causal link between “employee conduct” and “reputational impact” is broken.

Reputational-damage clauses apply to the employee’s actions not the audience’s rediscovery or a heartbroken Ex's crash out.

If the employee did not create new risk through new behaviour, the clause is not triggered. I strongly opine.

4. If the court allows retroactive interpretation of these clauses, no one is safe and the corporate scene becomes a joke.

Let’s test this with the scenarios. Feel free to paint yours:

A fight you had at age 14 can cost you your job at 54.

A Facebook post from 2009 can be used to terminate a contract in 2040.

A decade-old university rant can suddenly become “professional misconduct.”

Even worse, this means due diligence becomes a performative exercise.

If an employer fails to do it, they can later weaponise their own negligence against the employee.

That is a dangerous slope in an already dangerous dog eat dog corporate world.

Contracts are meant to ...create certainty not turn into time bombs waiting for a viral tweet to explode.

5. What courts will likely consider

If this matter were ever litigated (and frankly, it should be as these clauses need judicial interpretation), these questions might go a long way:

1. Was the conduct public at the time of contract formation? Yes.

2. Was it discoverable with ordinary due diligence? Yes.

3. Did the company conduct due diligence at acquisition? Of course. Stripe is not a local shop buying pure water.

4. Did the employee engage in new conduct that created new reputational damage? No.

5. Did the company expressly reserve rights to punish historic public conduct?

Extremely unlikely.

The legal outcome is not as straightforward as many think.

Looking at Ezra’s reaction, the clause was likely stretched beyond its intended scope. This sort of interpretation will create dangerous precedent in contract and employment law.

Any retroactive enforcement will surely destabilize contractual certainty. I believe the legal validity of the termination is genuinely questionable.

Like one of my guys would say “Na OS sweet pass”. They should file the Originating Summons.

In any event, I believe they will most likely resolve this amicably.

Source

I guess yes, with the way things are going and the company right to good public image

Logically, No, when we are young we have done stuff or written stuff because of youthfulness, people grow up but why use his past to judge his future, that is unfair

But I get the company point of view, they have a name and image to protect.

Please spell words correctly when you post, and try to use perfect grammar and punctuation.
22. Don't ask Nairaland members

This one na Tyson Gaay Abi na o juju calabar ? Na wa o

Ok

Not enough original content
Please take a moment to write a quality post with at least 40 characters.

20 characters needed to post

If visa can be denied based on previous posts, what stops a company from sacking a worker due to previous posts. Or are you talking about the statute of limitations here?

Yes. The internet never forgets.

That is why we need to conduct ourselves in a respectable manner always. I see some comments here and I laugh because a day of reckoning will definitely come for many of the posters who think NL is really faceless.

Old tweets are the main reason Nnamdi Kanu is languishing in jail as we speak.

Ftc
Firtsest to comment

Technically,... Dunno.

But a company exists for the PEOPLE, and if the presence of one of the Brand's face (co-founder in this case) will tank the value of a company (stock or backlash that could lead to damage of assets or market share), the board will actually ask the person to step down or straight up sack - with better severance deal sha.

That's why a sole proprietorship is not the same as a board-led organization.

And that's why you "don't live the present as if there's no tomorrow. Tomorrow will always hold you accountable"

Hell hath no fury like a scorned woman.
To answer your question, YES.

FitCorper:
If visa can be denied based on previous posts, what stops a company from sacking a worker due to previous posts. Or are you talking about the statute of limitations here?

Exactly.

You can say it louder.

Yes, a one hundred year post can cost even your descendants their jobs. Digital footprints is not a joke.

Everything is possible, it could also be a witch hunt

If all these points by the lawyer fail,

That company must prove beyond reasonable doubt that I WAS THE ONE holding the phone and making the tweets TEN YEARS AGO.

They must show me picture and video of me pressing my phone and tweeting.

AllBlack:
That company must prove beyond reasonable doubt that I WAS THE ONE holding the phone and making the tweets TEN YEARS AGO.

They must show me picture and video of me pressing my phone and tweeting.

Thank God you are not a lawyer.

You for dey make people ridicule the profession.

Supporters of bad governance need to be careful

A typical case of Internet never forgets. Be careful what you have post on the Internet today...

Dear men, don't let ya preeks speak for yaa.
This man wan destroy himself with careless talk of the past.

It's confirmed from the pic that Ezra is a proponent of this LGBTQ+ nonsense

depends as he is not a major share holder


look at elon musk , dude posts stuffs that get and did stuffs that got woke peeps raged and has not been pulled off the board .

nlfpmod:
Written by a legal practitioner, A. O Akinyemi Esq.



Source

Harvard just kicked out Lawrence Summers over emails he shared with Epstein, his fellow Isreali-American.

Larry Summers was a former President of Harvard University. Epstein was first jailed for sex offence related to Minors. The emails of Summers are not even as criminal like the posts credited to Ezra.

In reality, it is always better to step aside since it's not trumped up. If he remains clean and work harder, they may even bring him back like Steve Jobs.

The evidence indicted him and lucky not to be prosecuted. If he push it further, he is playing with jail and can be prosecuted in the US for one obscure law.

Nwaikpe:
Thank God you are not a lawyer.

You for dey make people ridicule the profession.

Your opinion. Entirely irrelevant to me.

Dude got fired because the firm is American.

No more no less.

This one dey find work. After all, a past misdeed can cause present harm.

Heffalump:
It's confirmed from the pic that Ezra is a proponent of this LGBTQ+ nonsense

And how is that relevant to this case?
Even Harry Styles wears female outfit and nail polish for strong reasons he made public so does that make him gay?

Oya next thing you will say I am gay too just because my comment is contrary. Don't disappoint me... say it. 🤣

When we warn them to always stay away from bitter women from hanger republic they won't hear.

Yes, they can

they can argue it was not in their knowledge as at when he was hired, now that it is discoverable, it has caused them reputational damage

People really need to be careful with what they post out there

You can have weird habits or indulgences, but it will do you a lot of good if you keep that to yourself and not share with the public, especially if want to be a career person or a politician or clergy

AllBlack:
And how is that relevant to this case?
Even Harry Styles wears female outfit and nail polish for strong reasons he made public so does that make him gay?

Oya next thing you will say I am gay too just because my comment is contrary. Don't disappoint me... say it. 🤣

He is a gay. We don't entertain LGBTQ in Nigeria. Our law frowns at it. You can't be a man and put up looks like a 16 years Cee cee.