Q: While negotiating the sale of his share of a small shawarma restaurant to a friend of his, my husband learned that a famous shawarma chain is opening a branch near the restaurant. He fears that if he tells the friend, he will back out of the deal. It feels wrong to withhold this information. Must he tell? — Wendy Schor-Haim
A: Shawarma — the popular Middle Eastern sandwich commonly made of shaved lamb or chicken rolled in pita with tomato, onion and tahini. Delicious!
Different relationships entail different obligations. Business associate or buddy? If it’s the former, he need not tell; if it’s the latter, he must.
Each party in the sale of a company is expected to exercise due diligence on his own behalf, availing himself of public information like that surrounding a famous chain’s expansion plan. Seller and buyer must respect the law and fair business practices, but because each party wants to maximize its benefit at the other’s expense, both must also heed the rule of caveat emptor.
There is no rule of amicus caveo. Friends should seek one another’s well-being, not profit from one another’s ignorance. Your husband must either embrace the duties of friendship or declare that here he acts not as a friend but as a business associate, so that both parties understand their interaction.
UPDATE: Mid-negotiation, a sign was posted on the block announcing the imminent arrival of a branch of a national pizza chain. The shawarma-chain rumor was false. The sale to the friend was concluded happily.
Q:A colleague subcontracted to me a freelance writing job composing brochures for two local business. Both were well received, but my friend did not inform either client that I did the work for fear that the next time they might hire me directly. Shouldn’t she tell the clients that the words are not hers? Can I present the work as mine to potential clients? — C.O.
A: In such situations, there is much to be said for transparency and for defining working arrangements in advance. The company had a right to know that your friend intended to subcontract the job, and you had a right to know how credit and payment would be apportioned.
If in the future the companies want to hire you directly, that’s fine. They may employ whom they wish; you may work for whom you choose. As your one-time colleague, her attempts to maintain a monopoly on this relationship is simply self-serving: It disadvantages you and the company strictly for her profit.
And yes, of course you can present the work as your own: It is your own.
Send questions and comments for Randy Cohen to Universal Press Syndicate, 4520 Main St., Kansas City, MO 64111, or ethicist@ .
