When Clients Cross the Line: A Freelancer’s Cautionary Case Study About Verdant Strategies & 420CPA
In the world of freelancing, trust and clear contracts are everything.
Unfortunately, my recent experience with Verdant Strategies, led by CEO Rachel Wright—who also owns 420CPA—serves as a cautionary tale for other independent professionals.
I was hired to support Verdant with a range of marketing services, including content management, email campaigns, social media, blogging, and video editing.
I worked closely with their CMO, Florian Philippe, who micromanaged nearly every aspect of my work—often creating unnecessary bottlenecks and making it difficult to meet agreed-upon deliverables.
Despite completing my tasks according to our contract, the engagement quickly deteriorated due to.
Non-payment for services rendered
Unilateral breach of contract without proper notice
Constant scope creep and excessive approval layers
Potential misclassification under California labor law, including mandated hours, tool usage, and workflow restrictions
What followed was even more alarming.
After leaving an honest, fact-based review of my experience on UpWork, Verdant responded with a 1.4-star review and quickly escalated to legal threats when I replied.
They offered $3,000 as part of a one-sided settlement requiring me to delete my review, agree to a sweeping non-disparagement clause, and remain permanently silent about the dispute—even if they continued speaking negatively about me to others in the industry.
When I requested a mutual release agreement that would apply equally to both parties, they refused.
I share this story not out of bitterness, but out of a duty to inform fellow freelancers.
Companies like Verdant Strategies and 420CPA may appear reputable on the surface but may not treat independent contractors with fairness, respect, or legal compliance.
Always protect yourself.
Have a contract that outlines termination clauses clearly
Document all communication
Don’t be afraid to stand up for your rights, especially when legal threats are used as intimidation tactics
Freelancers deserve ethical clients who honor agreements—not ones who try to buy silence after breaching them.
Freelancers Protect Yourself By Learning How The Law Works
Know your rights and learn how to outsmart bad clients by knowing the law.
One of the most empowering steps you can take as a freelancer is to educate yourself about your legal rights and how to enforce them.
Many freelancers get taken advantage of simply because they don’t know what options they have when clients breach contracts, withhold payment, or try to silence them through one-sided legal tactics.
You don’t need to be a lawyer to stand up for yourself — but you do need to know how the legal system works.
A great resource I highly recommend is Dr. Frederick Graves’ course.
This course walks you through the basics of civil procedure, motions, affidavits, due process, and how to represent yourself confidently in court if needed.
Whether you’re filing a small claims suit or defending yourself against unjust legal threats, this course can give you the tools to take action.
Rooted in Scripture, the blog explores how justice, integrity, and righteous leadership demand we hold others accountable—especially in business—when contracts are broken and harm is done.
Josephs Response On UpWork To Verdant Strategies
In this case: Verdant’s 1.4-star review includes false claims of poor performance, malice, or intent to damage my professional standing.
Verdan’ts negative review was a retaliatory review posted in bad faith after they ghosted me
Verdant Strategies left a false and retaliatory review after I fulfilled all contracted work to a high standard and demanded payment. Their review contains factually inaccurate statements made in bad faith and appears intended to discredit me professionally after breaching our agreement.
Joseph’s feedback To Verdant
Rating is 1.0 out of 5 stars.
“PROCEED WITH EXTREME CAUTION – EMPLOYER ENGAGES IN UNETHICAL AND POTENTIALLY UNLAWFUL PRACTICES
Freelancers should avoid working with this employer due to significant contractual violations, non-payment for services, unfair treatment, and possible labor law violations. I worked with Rachel Wright, Florian Philippe, and at least six other employee/contractors, plus their partners (who are also their friends) on Content Management, Newsletters, Social Media, Blog articles, video editing, and much much more.
Despite fulfilling all agreed-upon tasks, I encountered serious ethical and contractual breaches that every freelancer should be aware of.
The employer was quite challenging to work with due to the unethical breach of contract, failure to pay for services rendered, scope creep, nearly all day daily micro-management, multiple tiers of approvals (making it impossible to uphold my end of the contract), over-communication on unimportant tasks, under-communication on allegedly important task, unfair treatment, and much more.
NON-PAYMENT FOR SERVICES RENDERED
Despite fulfilling all agreed-upon tasks and delivering work per the contract’s terms, Verdant Strategies (420 CPA) failed to pay for the completed services. Requests for payment were ignored, leaving outstanding invoices unpaid. This resulted in significant financial losses.
BREACH OF CONTRACT
The contract clearly outlined a 10-day written termination notice requirement. However, the employer abruptly terminated the agreement via Upwork chat, bypassing contractual protocols and failing to provide the required notice period compensation.
POTENTIAL VIOLATION OF CALIFORNIA LABOR CODE § 226.8 (INTENTIONAL MISCLASSIFICATION)
Although hired as an independent contractor, I was subjected to strict controls over working hours, methods, use of client’s tools, workflow, SOPs, and mandatory meetings, mandatory availability, mandatory response in short timeframes, contradicting the contractual agreement.
Given California’s strict labor laws regarding worker classification, this behavior may constitute intentional misclassification, which is a serious violation under California Labor Code § 226.8. Freelancers working with California-based clients should be particularly cautious of such legal implications.
SCOPE CREEP & UNREASONABLE EXPECTATIONS
From the outset, the employer expanded the scope of work significantly without adjusting compensation, frequently assigning urgent tasks outside the contract’s original terms. Excessive administrative burdens and unnecessary conference calls wasted time without providing value where my role was minimal or non-existing.
Requests for clarification and proper renegotiation were disregarded, leading to an unsustainable working relationship. This behavior demonstrates a lack of respect for freelancer time and expertise.
The employer maintained a strict approval process, yet frequently delayed responses, causing inefficiencies. Despite my best efforts to adhere to their workflow, I was routinely left waiting for approvals, hindering my ability to meet deadlines or publish content in a timely manner based on contractual agreements.
The employer consistently failed to provide timely responses to essential inquiries necessary for the completion of my work. Additionally, they frequently requested information that had already been provided, leading to inefficiencies and unnecessary delays.
RECOMMENDATION TO FUTURE FREELANCERS
Freelancers should avoid working with this employer unless they are prepared for unethical business, disorganization, poor communication, excessive approval delays, contract breaches, non-payment, excessive scope creep, and potential misclassification as an employee.
While I take pride in delivering high-quality work and maintaining professional relationships, my experience with this employer was marked by mismanagement, lack of contractual integrity, exploitative labor practices, and general disorganization throughout the entire company.
This review is provided solely to inform and protect fellow freelancers from encountering similar issues. Upwork should be a platform for professional, fair, and legally compliant business engagements, and unfortunately, my experience with this employer did not align with these values.
Freelancers, protect your time, labor, and legal rights. Seek clients who honor agreements and compensate fairly.
Agreements are straightforward—honor commitments and maintain clear communication.
Unfortunately, this client frequently shifted priorities, making it difficult to fulfill contractual obligations. Their inconsistent communication and lack of integrity in business practices resulted in numerous unfulfilled agreements and operational inefficiencies.
Client refused to communicate after surprise ending of contract. Client refused to negotiate in good faith thus rendering the mediation/arbitration clause in our contract null & void.”
Full Story: Hemp Writer v. Verdant Strategies: A Case Study In Contract Breach & Freelancer Abuse
Why I Refused to Be Silenced By Verdant Strategies’ Gag Order Offer
This article examines the legal dispute between Joseph Powers, an independent contractor, and Verdant Strategies – CEO Rachel Wright and Florian Philippe CMO, focusing on issues of contract breach, misclassification, and related claims.
This case highlights the complexities inherent in contractor agreements and the importance of clear communication, adherence to contractual terms, and good-faith conduct from both parties.
Background
In January 2025, Joseph Powers initiated a legal notice against Verdant Strategies, alleging breach of contract and violation of California Labor Code § 226.8 regarding intentional misclassification.
Powers claimed that despite an agreement to work as an independent contractor, the actual working conditions reflected those of an employee, leading to the misclassification claim.
Powers outlined three potential directions for resolving the dispute: court, release & waiver, or continuing to work together.
Key Points of Contention
The dispute centers around several issues:
Misclassification: Powers argued that the level of oversight and control exerted by Verdant Strategies indicated employee status rather than independent contractor status.
Communication Issues: Powers cited inconsistent communication, unanswered questions, and requests for information already shared as creating disorganization and frustration. He noted minimal communication during the holidays, despite his efforts to remain available.
December Operations: Powers stated that he understood the company was taking a 30-day break for the holidays, which would not apply to independent contractors. He returned to work two weeks early but faced delays and inefficiencies due to a lack of approvals.
Termination Notification: Powers claimed improper notification of termination via UpWork chat, which he says does not comply with the contract’s requirement for email notification to Joe@hempwriter.com.
Company Closure: Verdant Strategies was purportedly closed from December 20, 2024, to January 20, 2025, with limited communications in early January.
Verdant Strategies’ Response
Represented by Mortimer Law Firm, Verdant Strategies refuted Powers’ allegations, asserting they had no factual or legal merit.
The company claimed Powers failed to meet contractual obligations and sent a fraudulent invoice.
Despite this, they offered a $3,000 settlement in exchange for a general release of liability and removal of negative online feedback.
Powers’ Counterclaims and Demands
Powers rejected the initial settlement offer, citing legal and procedural issues.
He claimed the company’s actions constituted a breach of contract, bad-faith interference, and retaliatory misconduct.
Breach of Contract: Powers alleged that Verdant Strategies obstructed his ability to fulfill the contract by refusing to approve content, then falsely accused him of breaching the contract. He claimed this was a pretext to terminate a forthcoming SEO contract valued between $5,000 and $6,000 per month, resulting in significant financial damages.
Retaliation and Defamation: Powers contended that the company defamed him by leaving a false negative review on UpWork during legal negotiations, harming his professional reputation. He also cited restricted access to Slack and company email as retaliatory actions.
Settlement Terms: Powers proposed a settlement that included increased payment to $42,000, classified as a 1099 non-wage settlement, with the company responsible for tax penalties. He also sought to retain the right to discuss the issues in general without naming the company.
Right to Publish: Powers asserted the right to publish details of the case on his law blog, which documents independent contractor misclassification, wrongful termination, and employer retaliation. He argued that if the company insisted on confidentiality, it should provide additional compensation for the restriction of his professional and journalistic rights.
Emotional Distress: Powers sought compensation for emotional distress and business-related stress resulting from the company’s actions.
Discovery Requests
Powers outlined initial discovery requests, including requests for production of documents and requests for admission. These requests aimed to gather evidence related to the company’s defense, the alleged breach of contract, and the claim of fraud.
Examples of what Powers requested from Verdant Strategies:
All instances where Rachel or Florian praised my work ethic and performance.
Produce all evidence supporting the Company’s fraud claim related to Invoice #193.
Powers also requested that Verdant Strategies admit to several statements under oath, such as:
That the company contracted for services with the Contractor to prepare a strategic plan for January.
That the Company frequently failed to approve content for publication despite multiple attempts to secure approvals.
Public Disclosure
Powers highlighted that Verdant Strategies was the first to publicly disclose the dispute by posting a negative review on UpWork.
He argued that his subsequent response was a direct rebuttal to the company’s initial public statement.
Confidential Information
Verdant Strategies can protect certain information as confidential:
Client lists and customer data.
Financial data.
Internal documents and materials.
Proprietary methods.
Manipulation of Governing Law
Powers claimed that Verdant Strategies attempted to change the governing law in the settlement release agreement to Idaho, a move he considered legally questionable and an attempt to evade accountability under California’s labor laws.
Implications and Lessons
This case illustrates several critical considerations for businesses engaging independent contractors:
Clear Contractual Terms: The importance of clearly defined roles, responsibilities, and communication protocols in the contract. Ambiguity can lead to misunderstandings and disputes.
Adherence to Contractual Obligations: Both parties must adhere to the terms of the agreement, including notification procedures, scope of work, and payment terms.
Good-Faith Conduct: The necessity of acting in good faith and engaging in open communication to resolve issues. Retaliatory actions and obstruction can exacerbate disputes and lead to further legal complications.
Classification Compliance: Businesses must ensure that contractors are appropriately classified under applicable labor laws. Misclassification can result in significant penalties and legal liabilities.
Publicity Rights: Contractors may retain the right to discuss their experiences, especially in cases involving significant legal issues. Companies seeking confidentiality may need to compensate contractors for restricting these rights.
This case between Joseph Powers and Verdant Strategies serves as a reminder of the potential pitfalls in independent contractor relationships and underscores the need for clarity, compliance, and ethical conduct in all business dealings.
Hemp Writer’s Full Claim & Proposed Settlement – Jan 10, 2025
Initial Legal Notice Hemp Writer Sent To Verdant Strategies
Fri, Jan 10, 5:20 PM
Dear Rachel and Florian,
I wanted to take a moment to express my thoughts and clear up any misunderstandings regarding the conclusion of our working relationship. My intention is not to dispute your decision but to ensure we part ways with mutual understanding and respect.
When we began this collaboration, I was excited to bring value to your brand and achieve the goals we outlined together. However, I believe there may have been some misaligned expectations that contributed to recent frustrations.
We currently have three directions we can go.
Court
Release & Waiver
Keep working together
Complaint Summary
Regarding December’s Operations Florian had communicated that the company (and Rachel) was taking 30 days off for the holidays (with limited availability 2nd and 3rd week of January), which I interpreted as a company-wide pause on operations – including employees and contractors (either way, this wouldn’t have applied to Independent Contractors). This understanding shaped my approach to content approvals and deadlines during that period. Unfortunately, while I awaited approvals (per the established ClickUp workflow), tasks did not progress as intended. Additionally, approvals often required multiple follow-ups through Slack, which created inefficiencies and delays. Despite being informed that the company was taking a 30-day break, I returned to the office two weeks early. However, it seems no actual time off was taken, as I noticed work continued during this period, and I apparently kept receiving ongoing Slack messages throughout the supposed break – with a final UpWork message communicating the end of our work relationship.
Content Calendar and Publishing Your system depended heavily on timely approvals, yet I regularly found myself asking multiple times for responses to questions and approvals. This applied to social posts, blogs, videos, and newsletters. Without those approvals, I was unable to proceed in good faith. It’s worth noting that our contract granted me the authority to publish without approval, but I deferred to your process to respect your team’s expectations. In hindsight, this dynamic created unnecessary bottlenecks. Further hindsight, I should have enforced the terms of our contract by moving forward with publishing, regardless of explicit (and consistent) daily approval delays.
“Therefore, staying within the Scope of Work, the Independent Contractor shall retain sole and absolute discretion in the manner and means for the carrying out of Independent Contractor’s activities and responsibilities contained herein this Agreement.”
Role Clarity and Workload My role was clearly defined as that of an independent contractor, tasked with delivering a specific number of agreed-upon deliverables each month. It was explicitly not intended to be a 24/7 on-call employee (as Florian stated he was looking for) or a personal assistant role. However, in practice, the scope of my responsibilities expanded significantly—intentionally—requiring daily involvement in unplanned tasks, responding to frequent urgent requests (there was almost always a new urgent task), and participating in lengthy conference calls where my contributions were minimal or non-existent. These expectations and demands blurred the line between independent contractor and employee, leading to recurring inefficiencies and disorganization in executing the content strategy.
When I directly asked Florian whether I was being treated as a contractor or an employee, Florian acknowledged that I was functioning more as an employee than an independent contractor. I have a video recording of this admission, and Florian consented to my recording calls on September 23, 2024, at 12:16 PM MST. This recorded evidence further underscores the inconsistency between my defined role and the practical expectations placed upon me.
Publishing Autonomy The contract stipulated that I had the discretion to execute tasks in the time and manner I saw fit. However, in practice, the collaboration required me to use your tools, complete work according to your specified timelines, maintain mandatory availability, and participate in required meetings. These expectations often involved immediate responses, micro-management, and strict adherence to approval processes, all of which contradicted the autonomy outlined in the contract. Such conditions align more closely with the criteria for employee status, as defined under Form SS-8 and AB-5, potentially categorizing me as an employee rather than an independent contractor.
“Therefore, staying within the Scope of Work, the Independent Contractor shall retain sole and absolute discretion in the manner and means for the carrying out of Independent Contractor’s activities and responsibilities contained herein this Agreement.”
Autonomy and Use of Company SOPs The Independent Contractor Contract explicitly states that I was to retain sole and absolute discretion in the manner and means of carrying out my work. Additionally, the contract emphasizes that any advice or directions provided by the Company were to be treated as suggestions, not instructions. However, in practice, I was required to follow the Company’s Standard Operating Procedures (SOPs) rather than using my own methods or processes, which significantly limited my autonomy.
Requiring me to rely on your internal SOPs not only undermined the independence outlined in the contract but also aligned more closely with the control exercised over employees, as defined under California law (AB-5 via the ABC test).
How the AB-5 ABC Test Applies to Misclassification
Under California law (AB-5), a worker is presumed to be an employee unless the hiring entity can satisfy all three prongs of the ABC test.
A: Worker is Free from Control and Direction
Fails Test A: I was subject to significant control and direction, undermining independence.
Control and Oversight:
I was required to use the company’s tools, software, and SOPs instead of my own methods.
I was required to attend Mandatory meetings (all meetings were mandatory) and my availability contradicted the autonomy typical of independent contractors.
Micro-management and oversight in daily tasks and timelines demonstrate control.
B: Worker Performs Work Outside the Usual Course of the Hiring Entity’s Business
Fails Test B: My work was not incidental or peripheral to the company’s business; it was central to their operations.
Nature of the Work:
The company is a cannabis accounting firm, but my tasks (social media management, SEO, content creation, and marketing) are integral to the company’s business operations and growth.
Marketing and online presence are directly related to the company’s core functions, particularly for client acquisition and retention.
C: Worker is Engaged in an Independently Established Trade, Occupation, or Business
Fails Test C: Although I may have an independent business (Hemp Writer), the level of control and reliance on the company diminishes my status as an independent contractor in practice.
Dependence on the Company:
The company dictated specific workflows, including the use of their SOPs and platforms, limiting my ability to operate independently.
Tasks and expectations (e.g., urgent responses, unplanned assignments) show dependency rather than independent operation.
The company fails all three prongs of the ABC test, supporting my claim that I was misclassified as an independent contractor. My work arrangement aligns more closely with an employee-employer relationship based on:
The level of control exercised.
The integral nature of my work to the business.
The lack of independence in performing my duties.
This degree of oversight and control further demonstrates the misalignment between the terms of the Agreement and the practical working conditions, contributing to my claim of misclassification.
Communication Challenges Another critical issue was the lack of consistent communication, especially considering the urgency and seriousness of the matter during holiday communications, as it was presented.
While I made every effort to over-communicate progress and updates, there were many times when questions to team members went unanswered, and also, I would be asked for information I had already shared. This created disorganization, inefficiencies, and, at times, frustration on both sides, despite having multiple channels available for collaboration—such as phone calls, texts, and email (both my HempWriter email and the email associated with your company)—I received minimal communication during the holidays. Over the holidays, you reached out to me only once or twice on Slack, with no significant attempts made through any other established communication methods.
Improper Notification of Termination
Per the Termination for Convenience clause in our contract, either party may terminate the agreement with ten (10) days written notice, specifying the extent of the termination and the effective date. The clause explicitly requires termination to be communicated via email to the address specified in the contract, which in my case is Joe@hempwriter.com. However, I was not notified of the termination through this email address as stipulated. Instead, I was informed via UpWork chat, which does not comply with the agreed-upon contractual terms, thus breaching the contract, and requiring compensation for the breach in the amount I would have earned during the 10-day notice period.
“TERMINATION FOR CONVENIENCE The Company or Independent Contractor may terminate performance of the Independent Contractor’s work and/or services under the Agreement pursuant to this paragraph in whole, or in part, upon ten days’ written notice. Termination shall be effected by e-mail, to the address specified below, specifying the extent to which performance of the work and/or services under this Agreement is terminated, and the date of termination.” “The Independent Contractor shall supply all necessary equipment, materials and supplies needed to complete the agreed upon Scope of Work. The Independent Contractor shall not rely solely upon the equipment or offices of the Company for completion of the tasks and duties set forth pursuant to this Agreement. Any directions or advice provided to the Independent Contractor regarding the Scope of Work shall be considered a suggestion only and not an instruction. While Independent Contractor agrees to meet any deadlines for performance of its services, Independent Contractor shall decide on its own when and how to perform its services.” Source: Verdant Strategies Contractor – Joe Powers
This failure to adhere to the contractual process for termination further demonstrates the lack of clarity and professionalism in managing this agreement. This procedural failure contributes to the concerns about the overall handling of our agreement.
Benefit Rights Waiver
According to the contract, I explicitly waived any right to receive benefits provided by the Company to its employees, including health benefits, vacation, retirement, profit-sharing plans, sick leave, overtime pay, and any 401(k) plans.
However, despite this waiver, the Company’s treatment of my role as more akin to an employee—including mandatory meetings, mandatory availability, daily involvement in tasks, and micro-management—suggests a practical contradiction. This inconsistency created confusion about whether I was operating as an independent contractor or an employee in practice, despite the agreed-upon terms.
“The Independent Contractor herein waives and foregoes any and all right to receive any benefits that may be provided by the Company to its regular employees, including, but not limited to, health benefits, vacation, retirement, profit sharing plans, sick leave, and any 401(k) plans.”
Back pay for employee rate. ($25,687.20) Pursuant to Intentional Misclassification, Quantum Meruit, and Unjust Enrichment.
Approximately 240 hours of total work throughout the contract.
Employee rate $150 per hour.
Independent contractor rate $42.97 per hour.
Owed difference of $107.03 per hour for 240 hours.
10 days of wages for improper termination. (40 hours at $150 per hour = $4,500).
Benefits entitled to employees include; paid time off, health benefits, vacation, retirement, profit-sharing plans, sick leave, and any 401(k) plans. (Amount to be determined at trial – up to $10,000+).
Independent Contractor Taxes. ($790).
Stress, inconvenience, lost opportunity damages, and loss of employment rights. (Amount to be determined at trial – up to $10,000+).
Back pay for work performed. (40 hours at $150 per hour = $4,500).
Interest for unpaid compensation at 10% per annum ($1,182.57).
Such other and further relief as the Court may deem just, reasonable, and appropriate under the circumstances.
Total estimated compensatory damages = $36,659.77
* Damages are approximate, the total is to be determined at trial.
Commitment To Future Professionalism
Despite these challenges, I genuinely enjoyed working with you and took pride in the work I delivered. I understand your decision to move in a different direction, but I hope this provides some context for my perspective and clears up any misunderstandings about my intentions, efforts, and approach.
I wish you and your team continued success in all your endeavors. I look forward to meeting y’all live at an event someday soon.
Should you ever wish to reconnect or require my assistance in the future, I am open to collaboration under the following conditions.
We can continue at the $42.97 rate as an independent contractor for SEO services under the conditions detailed below.
I will not participate in non-essential conference calls that are mandatory or otherwise.
All project communication will be managed exclusively through my project management system.
All correspondence will be conducted via my company email address (Joe@HempWriter.com).
Chat and task management platforms provided by your company such as Slack, ClickUp, or similar will not be utilized.
You will assign one point of contact to my team. Additional contacts will require an additional fee.
I will provide all the necessary tools required for project execution.
Communication will be limited to weekly updates (via email), summarizing completed work, and outlining plans for the upcoming week. (Will negotiate)
Live calls will be limited to a maximum of one per month. (Will negotiate)
I will act in practice as an independent contractor, not an employee.
Next Steps
In the spirit of professionalism and transparency, I am providing this letter as a formal notice of my concerns regarding the discrepancies between our agreement and the actual working conditions I experienced.
I request that you respond to this message within 30 calendar days of its delivery to address and resolve these issues.
If I do not receive a response within this timeframe, I may proceed with the following actions:
Reporting the matter to the Department of Labor (DOL), California Division of Labor Standards Enforcement (DLSE), California Labor & Workforce Development Agency (LWDA), and/or the Internal Revenue Service (IRS) for an evaluation of potential misclassification under Form SS-8, pursuant to California Law Assembly Bill No. 5 (AB-5), California Labor Code § 2699, California Labor Code § 226.8, et al.
Filing a civil lawsuit to recover any unpaid wages, benefits, or damages stemming from the misclassification.
Reporting any suspected willful misclassification or related violations to the appropriate authorities for a potential investigation into potential statutory violations.
I am hopeful that we can resolve this matter amicably and in a manner that is satisfactory to both parties.
To that end, I propose that we work toward a mutual settlement agreement that includes a mutual release and waiver of claims. Such an agreement would provide clarity and closure to this situation, ensuring that all disputes are fully resolved without the need for further legal action.
A mutual release and waiver would serve to protect the interests of both parties by eliminating any future claims related to the issues outlined in this correspondence. I am open to engaging in constructive dialogue to negotiate the terms of such an agreement, and I am confident that an equitable resolution can be achieved.
The Mutual Release and Waiver will include:
A waiver of my right to pursue legal action related to any past issues stemming from our working relationship.
A waiver of my right to disclose or publish any part of this story or associated details in public forums or media channels.
Both parties agree to maintain the confidentiality of the settlement terms and the circumstances leading to this agreement. Neither party shall make any public or private statements, written or verbal, about the dispute, claims, or settlement, except as required by law.
This agreement does not constitute an admission of liability, fault, or wrongdoing by either party, and both parties expressly deny any such liability or wrongdoing.
Both parties release and forever discharge each other, their officers, agents, employees, contractors, successors, and assigns from any and all claims, demands, actions, or causes of action, whether known or unknown, arising out of or related to the working relationship.
This release applies to any claims, known or unknown, past, present, or future, arising from or relating to the working relationship between the parties. Each party waives the right to pursue any claims of this nature after the execution of this agreement.
Both parties acknowledge and agree that the working relationship was structured as an independent contractor arrangement. The settlement is intended to resolve disputes regarding classification without admission of liability or status.
The recipient of the settlement payment agrees to be solely responsible for any tax liabilities, filings, or obligations associated with the settlement payment, and the payer makes no representation or warranties regarding tax implications.
Both parties agree that the Independent Contractor will not be rehired, re-engaged, or otherwise employed in any capacity by the Company following the execution of this agreement.
I hope that we can come to a fair and prompt resolution to avoid escalation, and I look forward to your response regarding this proposal.
I remain committed to protecting my rights (and the rights of all Independent Contractors) under applicable laws and ensuring compliance with all legal obligations.
Public Disclosure Notice
Additionally, I reserve the right to share my experience publicly (that I have direct personal firsthand knowledge of), including the challenges and discrepancies encountered during our collaboration, should we fail to reach an amicable resolution.
I may publish this story through appropriate channels to shed light on these issues and raise awareness about the treatment of independent contractors. However, I sincerely hope this matter can be resolved privately and professionally to avoid such steps.
Affirmative defenses for public disclosure of my claim include my First Amendment right, truth, and pure opinion. All contractually confidential information will be omitted.
Company Tool Removal Demand
Remove my access to the following tools your company owns.
Figma
ClickUp
Rachel’s LinkedIn
FreePix
Websites
Google Search Console
Google Analytics
Descript
Pix.io
Social Media: YouTube, Instagram, Facebook, company LinkedIn
Social media link sheet
Timesheet
Also, remove my image and bio from VerdantStrategies.com.
—
I believe this matter can be resolved professionally and amicably. Respond within 30 calendar days to address these concerns. If no response is received, I will be compelled to take further action, including legal and administrative remedies.
Warm regards,
Joseph Powers
P.S. Ensure the preservation of all Slack messages, company emails, and other records related to my work and interactions with Verdant Strategies. Be advised that the deletion or destruction of such records could be considered spoliation of evidence and may be interpreted as an acknowledgment of the claims outlined in this notice.
Verdant’s Lawyer Response – Feb 1, 2025
Sat, Feb 1, 6:29 AM
Mr. Powers,
I represent Platinum MF LLC dba Verdant Strategies (the “Company”) in relation to your communication below. If you have retained counsel, please let me know and I will redirect this correspondence to your attorney.
The Company has carefully considered your allegations and determined that they have no factual or legal merit.
The Company understands that you are angry that your contract was terminated, but you failed to deliver your weekly and monthly contractual obligations. You have also sent at least one fraudulent invoice (Invoice #193) for work that you never performed. The Company is entitled to take legal action against you for fraud and breach of contract. However, for business purposes, the Company is willing to resolve this matter.
In exchange for your execution of a general release of liability, and deletion of the negative feedback you have posted online about the Company, the Company is prepared to offer you a lump sum payment of $3,000. Considering the strength of the Company’s legal position, this offer is more than reasonable and fair.
Please review the enclosed settlement agreement. This confidential settlement offer will expire on Monday, February 24, 2025.
Hemp Writer’s Responds To Verdant Lawyer – Feb 2, 2025
Sun, Feb 2, 1:48 PM
Ms. Mortimer,
Thank you for your prompt response and the proposed settlement agreement.
I have carefully reviewed the terms and have identified several legal and procedural issues that must be addressed before we can reach a fair resolution.
While I appreciate the Company’s willingness to settle, the current offer does not reflect the financial and legal realities of this dispute.
I remain open to resolving this matter amicably, but any agreement must be mutual, fair, and legally sound.
To be clear, my frustration is not with the termination of my contract itself, but rather with the Company’s breach of contract that preceded it. The Company actively interfered with my ability to fulfill my contractual obligations while simultaneously blaming me for non-performance.
It is unreasonable to expect flawless execution when my ability to perform was directly obstructed by the Company’s own actions. This fundamental inconsistency not only constitutes a material breach of contract but also underscores the bad faith in which this situation has been handled.
The Company cannot obstruct the Contractor’s work and then blame the Contractor for not performing.
Below are my key concerns and counterproposal.
1. Fraud Allegation & Invoice #193 – Unsupported & Must Be Withdrawn
Your claim that Invoice #193 was fraudulent is unsubstantiated and legally questionable.
Invoice #193 is from an order the Company placed with the contractor with a budget of $4,000 – $6,000 on or about December 27, 2024. (Exhibit 1)
The Contractor did not submit an invoice for the full approved budget, as there was a reasonable expectation that a new formal contract would commence during the third week of the holiday break, coinciding with the Company’s planned resumption of limited operations between January 6, 2025, and January 20, 2025.
In adherence to the existing contractual agreement, which stipulated a 20-hour weekly limit, the Contractor only billed for 20 hours per week for the two-week holiday period. However, the actual time expended significantly exceeded this limit, as the Contractor’s SEO team conducted substantial preparatory work to develop a comprehensive strategic plan for presentation to the Company upon its anticipated resumption of operations on January 6, 2025.
If the Company intends to maintain this claim, please provide the following:
All communications referencing Invoice #193 (Slack, email, or project management records).
Any documentation explicitly denying approval of the invoice before my submission.
All records of work orders and budget discussions confirm the expanded budget proposal.
Additionally, confirm whether any communication records between myself and the Company have been deleted.
If so, this may constitute a spoliation of evidence, which is a serious legal violation.
Counterproposal:
The fraud claim must be fully withdrawn in writing.
The Company must confirm that no legal claims will be pursued against me regarding this invoice.
2. Breach Of Contract: Improper Termination & Work Restrictions
The Company violated the Independent Contractor Agreement in multiple ways.
Failure to Provide Proper Termination Notice. (Exhibit 7).
The contract required 10 days’ written notice via email.
Instead, I was terminated via Upwork chat, which violates the contract and entitles me to compensation for the notice period.
Interference with Contractual Autonomy. (Exhibit 6).
The Company failed to approve content in a timely manner, obstructing my ability to perform.
Interfering with and breaching of Contractor’s sole and absolute discretion in the manner and means for the carrying out of Independent Contractor’s activities and responsibilities contained herein in this Agreement.
Interfering with and breaching of Contractor’s ability to comply with contract clause stating that “Any directions or advice provided to the Independent Contractor regarding the Scope of Work shall be considered a suggestion only and not an instruction.”
Interfering with and breaching of Contractor’s ability to comply with contract clause stating that “While Independent Contractor agrees to meet any deadlines for performance of its services, Independent Contractor shall decide on its own when and how to perform its services.”
Providing contradictory instructions about whether work should continue during the holiday break.
The Company imposed employee-like restrictions (mandatory meetings, SOP & software requirements, etc), potentially violating California’s ABC Test (AB-5).
No Contract Clause Specifying Automatic Termination
The contract does not contain any provision allowing for automatic termination under the circumstances cited by the Company.
Absent a specific termination clause, the Company was required to either.
Provide 10 days’ notice as outlined in the contract, or
Demonstrate that the breach was so substantial that it made continued performance impossible (which was not the case).
The alleged breach was minor and curable—had the Company followed proper procedures, any concerns could have been resolved without immediate termination.
Counterproposal:
$3,000 compensation for wrongful termination (failure to provide 10-day notice). (Exhibit 7).
$10,000 compensation for breach of the implied covenant of good faith and fair dealing. (Exhibit 3).
3. Defamation & Reputation Damage On Upwork
The Company’s negative Upwork review directly harmed my business reputation, reducing my 100% satisfaction rating to 93%, which impacts my ability to secure future work. (Exhibit 2).
Even if the review is revised, the damage has already been done.
The review falsely attributes non-performance to me when, in reality, the Company failed to approve work in a timely manner.
This constitutes defamation and reputational harm, making the Company liable for damages.
Counterproposal:
$24,000 compensation for reputational damage (calculated based on estimated lost income over 12 months). This number represents a lower-than-average financial loss of compensation from one client over a 12 month period.
Company updates its Upwork review to an honest five-star review reflecting work performed before December 20, 2024 based on an accurate and neutral description of my work, excluding the disputed period.
Company deletes all negative public statements made about me.
4. Unfair & One-Sided Release Agreement – Must Be Revised
The current release agreement is heavily biased in favor of the Company (Exhibit 4).
The following provisions must be revised or removed.
General Release Must Be Mutual
The Company cannot demand that I waive all rights while retaining its own legal claims.
Confidentiality Must Be Mutual
If I cannot discuss this settlement publicly, the Company must also agree not to disparage me.
Non-Disparagement Must Be Mutual
The Company and its officers must be prohibited from making negative statements about me.
All provisions in the release must be mutual.
Fair Financial Terms
Payment must be increased to $42,000 to fairly compensate for misclassification, unpaid wages, breach of contract, and reputational harm.
Payment must be classified as a 1099 non-wage settlement, with the Company responsible for any tax penalties.
I must retain the right to discuss the issues in general (without naming the Company or individuals).
5. Formal Demand For Document Production
To ensure negotiations remain in good faith, I request the following.
All Slack and email communications regarding my contract termination.
Any records where Rachel or Florian complimented my work (demonstrating inconsistency in their claims).
All evidence supporting the Company’s claim that I breached the contract during the disputed period.
If the Company refuses to produce these records, I reserve the right to seek further legal remedies.
6. Counteroffer & Next Steps
A. Financial Compensation ($42,000)
$3,000 for improper termination (failure to provide 10-day notice).
$10,000 for breach of contract and misclassification claims.
$24,000 for reputational harm (Upwork review).
$5,000 for other damages (unpaid wages, breach of good faith).
B. Fair & Mutual Release Terms
Both parties release all claims.
Both parties agree to non-disparagement.
Both parties agree to confidentiality (with exceptions for legal and financial advisors).
My work and name must be removed from the Company’s materials.
C. Review Correction & Reputation Protection
Company updates its Upwork review to a fair five-star review for work performed before December 20, 2024.
Company deletes any negative public statements about me.
D. Payment Terms
Lump sum payment within 10 business days of execution.
Payment classified as a 1099 non-wage settlement.
7. Timeline For Response & Next Steps
I am willing to negotiate in good faith, but I will not accept an unfair or one-sided agreement.
Please respond with a revised settlement offer by February 24, 2025.
If no mutually fair resolution is reached, I am prepared to escalate through the proper regulatory bodies, as well as initiate a civil lawsuit/mediation/arbitration
I remain open to discussing this further and hope we can reach a reasonable resolution without further escalation.
8. Good Faith Notice & Initial Discovery Requests
In the spirit of good faith, below is a small list of initial discovery requests should litigation become necessary to resolve this matter.
REQUEST FOR PRODUCTION
Produce all documents, records, and communications related to formal questions submitted to the Company for response under oath.
Produce all Slack communications between the Company and Contractor.
Produce all email communication records between the Company and Contractor.
Produce all Slack communications from December 2024 related to work approvals, denials, or task assignments.
Produce all instances where Rachel or Florian praised my work ethic and performance.
Produce all evidence supporting the Company’s defense against my claims.
Produce all evidence supporting the Company’s breach of contract claim.
Produce all evidence supporting the Company’s fraud claim related to Invoice #193.
REQUEST FOR ADMISSION
The Company is required to submit formal responses under oath.
Admit that the Company has produced all relevant evidence to support its defense.
Admit that the Company has produced all requests for production outlined above.
Admit that on or about December 27, 2024, the Company placed an order for services with the Contractor to prepare a strategic plan for January. (Exhibit 1).
Admit that the Contractor developed and submitted multiple 30-day social media content calendars in accordance with the contractual Scope of Work.
Admit that, on one or more occasions, the Company expressly instructed the Contractor to cease publication of content.
Admit that the Contractor was contractually required to obtain the Company’s express written approval before publishing content.
Admit that the Company did not provide express written approval for all content Contractors prepared for publication required under the contract.
Admit that the Company’s failure to approve content in a timely manner prevented the Contractor from fulfilling contractual obligations.
Admit that the Contractor’s inability to publish content was due to the Company’s own failure to act in good faith and provide necessary approvals.
Admit that the Company’s actions, including the failure to provide approvals and the directive to cease publication, constituted an obstruction of the Contractor’s ability to perform under the contract.
Admit that the Company’s failure to approve content, combined with its expectation of performance, constitutes a Constructive Breach of Contract.
Admit that the Company’s failure to provide timely approvals and subsequent termination of the contract violated the Implied Covenant of Good Faith and Fair Dealing under California law.
Admit that the Company’s failure to approve deliverables in a timely manner created an unavoidable and contractually excusable non-performance event, thereby absolving the Contractor of any alleged breach.
Admit that the Company frequently failed to approve content for publication despite multiple attempts to secure approvals.
Verdant Strategies was closed from approximately December 20, 2024 – January 20, 2025, with limited communications during the first two weeks of January 2025.
Admit that the Company Verdant Strategies would resume limited operations and with limited communication on January 6, 2025 – January 20, 2025.
Admit that the Company would resume full operations on January 21, 2025.
Admit that the Company made a constructive breach of contract by obstructing the Contractor’s ability to fulfill the agreement.
Admit that the Company’s failure to provide approvals in a timely manner prevented the Contractor from completing obligations.
Admit that the Contractor did not have the Company’s express written consent to publish content without approval.
Admit that the Company published content on social, newsletter without knowledge or awareness of the contractor throughout the contract.
Admit that the Company published newsletter number 2 of 2 for the month of December on or about December 28, 2024, thus fulfilling the requirements of publishing a newsletter for the company.
ADDITIONAL DISCOVERY MECHANISMS
Interrogatories: The right to submit formal questions for the Company to answer under oath.
Subpoena: The right to compel production of specific evidence and third-party testimony.
Deposition: The right to question key Company representatives under oath regarding misclassification, contract interference, and reputational harm.
Verdant Lawyer’s Responds – Feb 5, 2025
Wed, Feb 5, 12:32 PM
Mr. Powers,
You originally offered to settle for $10,000 (see your communication below), and are now demanding $42,000. The Company cannot engage in unreasonable negotiations that are not entered into with good faith.
To be clear, the Company disagrees with the events recounted in your email. For example, the December 2024 email you referenced was not an “order” placed, but rather a preliminary proposal that you never accepted, and was never formalized in a contract. Additionally, you were notified to stop work shortly thereafter. As you know, your contract did not guarantee you work, and you did receive formal written notice of your contract termination.
The Company has no legal obligation to respond to your document requests. The discovery rules would be set by the AAA if the parties enter into arbitration.
The Company is open to negotiating the terms of the settlement agreement, including a mutual waiver of claims and mutually removing negative reviews. However, term negotiation is not a worthwhile use of your time or the Company’s time if the settlement amount you demand is going to fluctuate wildly.
The confidential $3,000 offer remains open until February 24, 2025.
If you have retained counsel, please let me know and I will redirect this correspondence to your attorney.
Hemp Writer’s Response – Feb 10, 2025
Mon, Feb 10, 12:52 PM
Ms. Mortimer,
Despite the clear facts and legal implications of this case, I have continuously approached this matter with good faith and a willingness to resolve the dispute amicably.
In response to your allegations of bad-faith negotiations, I firmly maintain that I have conducted myself in full compliance with contractual obligations and have made reasonable efforts to seek an equitable resolution—both prior to and following the Company’s contractual breach and subsequent retaliatory actions, including, but not limited to, the improper restriction of access to critical communication records from Slack and Company email accounts, defamation via UpWork, and more discussed below.
As my investigation into the full extent of damages continues, additional legal violations and financial harm may be uncovered. However, in the interest of expediting a fair resolution, I am providing you with my final offer at this time.
Until the full scope of damages is realized, the final calculation remains subject to adjustment based on new evidence.
Final Settlement Offer
I am committed to resolving this matter expeditiously so that I may focus on my business, rather than protracted legal proceedings that should not have been necessary.
While my preference would have been to continue fulfilling my contractual obligations under the expected two-year SEO agreement, the Company’s actions have unfortunately led us to this point. Nonetheless, I remain open to reaching a fair and equitable resolution in good faith.
Accordingly, I am providing the Company with seven (7) days to accept, reject, or submit a counteroffer regarding the settlement terms outlined below.
Given the circumstances, I believe it is in both parties’ best interest to resolve this matter before UpWork’s dispute resolution window closes, which would allow for the mutual revision or removal of negative reviews.
In continued good faith, I will maintain my original settlement offer of $10,000, despite the fact that the full scope of damages has yet to be determined, together with such other and further relief as the Court may deem just, proper, and equitable under the circumstances.
Settlement Offer
$10,000 – Pending my UpWork JSS returns to 100%
Or $24,000 – If UpWork does not restore my JSS rating to a perfect 100% score within 90 days, even after negative reviews are deleted or upgraded.
Mutual release.
Mutual removal of negative reviews on UpWork.
Mutual non-disparagement agreement.
Mutual good faith fairness for all terms.
The Company takes tax penalties.
Confidentiality Clause (Redacted Public Disclosure Allowed)
Both parties agree to keep the details of this settlement agreement, including the specific settlement amount, strictly confidential. Neither party shall disclose the names of the individuals or the business involved, nor any information that would directly identify the other party.
However, this agreement does not restrict either party from publicly discussing general experiences, lessons learned, or industry practices related to misclassification, contract disputes, or employment practices, provided that:
All identifying details are removed, including but not limited to:
Company name, trade names, or affiliates.
Individual names, job titles, or personal details.
Specific locations or dates that would uniquely identify the parties.
Internal processes, tools, or proprietary methods unique to the business.
Public discussion must not misrepresent facts or be used in a way that indirectly identifies the parties through excessive detail.
Either party may disclose the terms of this agreement to legal counsel, tax advisors, financial professionals, or as required by law.
Violation of this clause shall be subject to remedies as determined by law, but good faith efforts to anonymize and redact details shall not constitute a breach.
Both parties acknowledge and agree that the compensation provided under this Agreement does not exceed the Contractor’s rightful entitlement but constitutes a fair and equitable resolution of a mutual misunderstanding.
Kindly confirm if you would like me to draft the formal settlement agreement.
Below is a preliminary summary of my understanding of the current matter.
Timeline Of Events
On or about November 1, 2024, The Company requested additional SEO-related services from the contractor, separate from the existing contract for Content Management services.
On or about November 4, 2024 – The Company provided the Contractor with access to the Company’s SEO tools and data for the website properties 420CPA.com and VerdantStrategies.com – tools including Google Search Console and Google Analytics.
On or about November 20, 2024 – Discussions were initiated regarding the distinction between SEO and content management, with recognition from the Company that SEO required substantial work due to the absence of prior implementation. The Company expressed a need to generate more qualified organic leads. The Contractor proposed that the current role should be split into two roles where the Contractor would transition into SEO work exclusively, while the Contractor’s then current role as content manager would be transferred to another contractor.
On or about December 1, 2024 – The Contractor submitted a two-year SEO strategic plan to the Company for review and consideration – based on discussions of previous SEO needs for the Company.
On or about December 28, 2024 – The Company proposed an increased budget of $4,000–$6,000 per month and formally requested a transition of the Contractor’s role from Content Manager to SEO Specialist in accordance with the Contractor’s submitted strategy.
January 1, 2025 – The Contractor logged into the Company’s Slack workspace for the last time. The Contractor remained available for six hours, despite it being a federal holiday, to receive approval for content publication. The Contractor was ignored by the Company. No formal notice of work cessation or contract termination was provided at this time.
On or about January 5, 2025 – The Company removed the Contractor’s access to the Company’s Slack messages and company email jpowers@verdantstrategies.com.
January 5, 2025 – The Contractor was notified of contract termination via UpWork messaging, contrary to the agreed-upon contractual procedure, which requires prior written notice sent to Joe@HempWriter.com.
January 9, 2025 – The Contractor issued a preliminary legal notice and a settlement offer of $10,000, citing preliminary damages calculated at the time totaling approximately $36,659.77.
January 10, 2025 – The Contractor formally submitted a legal notice, reaffirming the preliminary damages calculation of $36,659.77.
January 10, 2025 – The Company’s HR department sent a retroactive termination notice, despite the contract already being terminated via UpWork on January 5 by the Company.
January 30, 2025 – The Company posted a negative review on UpWork while legal negotiations were ongoing, thereby increasing damages related to reputational harm.
On January 30, 2025 – The Contractor published a truthful and accurate review based on their direct experience with the Company.
February 1, 2025 – The Company offered a $3,000 settlement, conditional on the Contractor’s removal of its negative review, while the Company refused to remove its own negative review. The settlement terms were heavily one-sided and favored only the Company.
February 2, 2025 – The Contractor submitted a counteroffer of $42,000, including mutual release terms and the mutual removal of negative reviews.
February 6, 2025 – A new preliminary damages calculation was conducted, resulting in a revised total of approximately $120,000–$144,000, reflecting lost earnings due to the Company’s wrongful interference, misclassification, defamation, et al.
This chronology of events establishes a pattern of bad-faith actions, contractual breaches, wrongful termination, and retaliatory conduct by the Company, all of which have resulted in significant financial and reputational damages to the Contractor.
1. Recalculation Of Damages Based On New Information
The Contractor’s original $10,000 settlement offer was made before.
The Company defamed the Contractor via a negative review during legal negotiations.
Further investigation revealed additional breaches and damages caused by the Company’s wrongful interference.
The Company used its own misconduct as a pretext to terminate the Contractor’s contract and cancel the $5,000–$6,000 per month SEO contract over two years.
Thus, the Contractor’s updated demand reflects damages, now totaling approximately $120,000–$144,000+.
2. The Company’s “Preliminary Proposal” Argument Is Invalid
The employer’s December 25, 2024 message does not read like a simple “preliminary proposal.”
Instead, it contains several key elements of an agreement in principle and reasonable reliance on new terms that contradict the Company’s claim.
The Company’s claim that the December 25, 2024, proposal was merely “preliminary” contradicts legal principles governing contract formation.
A valid contract exists when.
An Offer – The Company proposed a specific budget of $4,000–$6,000 per month for SEO services.
Acceptance – The Contractor began preparing an SEO strategy in reliance on this offer.
Consideration – The Company proposed a structured transition to SEO services; however, the Contractor was effectively prevented from performing SEO-related work due to the abrupt and improper termination of the contract, which occurred without prior notice or communication.
Mutual Intent – The Company stated, “I trust you to lead these efforts,” confirming confidence in moving forward.
Subsequent Conduct – The Company did not reject or modify the proposal until after the Contractor invoiced, reinforcing that this was not a hypothetical discussion.
Promissory Estoppel & Contract Enforcement
The Contractor relied on a promise to the Contractor’s detriment, that promise can be enforced under the doctrine of Promissory Estoppel.
If the Company truly did not intend to move forward, why didn’t they immediately reject the proposal or instruct the Contractor not to proceed?
The Company’s failure to explicitly withdraw the offer, combined with the Contractor’s reliance, makes the offer legally enforceable.
2.1. The Company Fabricates A Breach Of Contract To Justify Wrongful Termination & Retaliation
The Company’s assertion that the offer was merely a ‘preliminary proposal’ does not align with the explicit financial terms, commitment language, and timely expectations set forth in the communication on or about December 28, 2024.
The Company stated a specific proposed budget increase (of the original active contract), delegated additional responsibilities to the Contractor, and set a timeframe for execution.
The Company did not communicate any rejection or modification of this proposal until after the Contractor had already begun working under this framework, making it reasonable for the Contractor to rely on these terms as a binding understanding.
Under the doctrine of Promissory Estoppel, when one party reasonably relies on a promise to their detriment, that promise can be enforced.
Additionally, contractual modifications do not always require a separate formal document if the parties act in a manner consistent with the new terms.
The Company engaged in a pattern of deliberate obstruction, wrongful interference, and bad-faith conduct that resulted in substantial financial harm.
First, the Company refused to approve the Contractor’s content, making it impossible to fulfill the contractual duties.
Then, despite preventing the Contractor from performing the work, the Company falsely accused the Contractor of breaching the contract.
The Company wrongfully asserted a fabricated breach as a pretext to terminate the Contractor’s forthcoming contract, which was valued between $5,000 and $6,000 per month. As a direct result, the Contractor suffered financial damages ranging from $120,000 to $144,000 over a projected two-year period. This anticipated agreement was the product of over 30 days of active and ongoing discussions between the parties regarding the Contractor’s transition from the role of Content Manager to SEO Specialist. Furthermore, on or about November 17, 2024, the Contractor formally submitted a comprehensive two-year strategic plan to the Company (that was carefully considered by the Company before offering the transition from Content Manager to SEO Specialist), reinforcing the parties’ clear mutual understanding of the transition and the associated contractual terms. (Exhibit 8)
Finally, while legal negotiations were ongoing, the Company defamed the Contractor and retaliated against the Contractor by leaving a false negative review during legal negotiations, directly harming the Contractor’s professional reputation and reducing the Contractor’s ability to secure new work.
These actions collectively constitute a breach of contract, bad faith interference, and retaliatory misconduct.
2.2. The Language Suggests A Commitment, Not A Mere Discussion
The message states.
“I propose increasing the content budget to $4,000–$6,000 per month.”
This suggests an active offer, not just an idea or discussion.
The proposal is specific in financial terms, which is a key element of a contractual offer.
“This adjustment would support an expanded team… videographer… community manager…”
This implies an action plan, not just brainstorming.
The Company offered the Contractor a clear, definite proposal involving specific financial terms constituting binding commitments, with subsequent actions taken based on the offer.
2.3. The Company Did Not Reject Or Modify The Offer Before The Contractor Acted On It
The message does not state that further approval is required before execution.
No written communication contradicting this proposal exists until much later.
The Contractor reasonably relied on this proposal to begin formulating strategies.
Under the doctrine of Promissory Estoppel, the Contractor reasonably relies on the Company’s promise to their detriment, that promise is enforceable as a contractual obligation.
2.4. The Message Created An Expectation Of Immediate Action
The Company routinely prioritized new urgent tasks on a daily or near-daily basis, often to the detriment of previously assigned urgent tasks.
This pattern of requiring immediate action on shifting priorities is consistent with the Company’s established practice of frequently redirecting work efforts based on the latest emerging demands, including the expedited handling of the Company’s SEO offer.
“Let’s aim to have a plan ready by early January.”
This suggests actionable next steps and a timeline for execution.
There is no language stating this was just a hypothetical or preliminary discussion.
“I trust you to lead these efforts…”
This demonstrates confidence in moving forward, reinforcing the Contractor’s reasonable belief that this was more than a casual preliminary proposal.
The Company expected work to be done based on this, and the Contractor took action in reliance on this expectation, the Company cannot later claim it was not serious.
2.5. The Employer’s Later Conduct Supports An Agreement In Principle
The Company and the Contractor reached a mutual understanding through a genuine meeting of the minds on key terms over the course of several months.
The subsequent conduct of both parties demonstrates clear acceptance of those terms, notwithstanding the absence of a formally executed contract bearing a wet ink signature, digital, or otherwise.
The Company does not deny that discussions took place—only that they claim it was not an “order.”
The Company did not immediately dispute the Contractor’s invoice, nor reject the budget increase at the time.
The Company’s failure to immediately deny the proposal reinforces that it was a reasonable expectation.
The Company proposed an increased budget of $4,000–$6,000 per month and a transition to a two year contractual SEO role with the Contractor.
The Contractor acted in reliance on this proposal by preparing a preliminary SEO strategy for presentation to the Company when the Company was to resume limited operations and communications on January 6, 2025.
The Company did not immediately reject or withdraw this proposal.
Instead of clarifying that the proposal was not final, the Company later canceled it as retaliation for an alleged contract breach.
Silence in response to a contractual modification can indicate acceptance, especially when actions align with the proposal.
If the Company wanted to retract or modify the offer, they should have explicitly done so before the Contractor took action.
The Company’s actions after the proposal demonstrate an acceptance of the new agreement, meaning the Company cannot simply revoke the offer without consequences.
The Contractor had a reasonable expectation of a $5,000–$6,000/month two-year SEO contract and was wrongfully deprived of it.
2.6. The Employer’s Retraction Happened After The Fact
The Company retroactively claims that the December proposal was “preliminary” only after the Contractor invoiced for related work.
If this was truly an “unapproved” proposal, why didn’t the Company.
Immediately reject it in writing?
Instruct the Contractor not to proceed?
Clarify that work should not begin?
If an offer was not explicitly withdrawn, and actions were taken in reliance on it, it can still be enforceable under contract law.
3. The Company Used Its Own Misconduct As A Pretext For Termination
The Company refused to approve content for publication, preventing the Contractor from fulfilling the contract.
The Company then falsely accused the Contractor of breaching the contract by not publishing content, even though the Company was the one obstructing approvals.
The Company used this false “breach” as an excuse to cancel the Contractor’s expected $5,000–$6,000/month two-year SEO contract.
3.1. A Breaching Party Cannot Benefit From Its Own Breach.
The Company prevented contract performance and therefore cannot then claim breach.
The Company’s refusal to approve content constitutes a material breach on its part.
This wrongful interference directly resulted in lost future earnings for the Contractor.
The Company’s actions demonstrate a calculated pattern of obstruction, blame-shifting, and retaliation.
This dispute is not just about a contract breach—it is about employee misclassification, wrongful termination, and retaliation.
Direct Admission: The Company directly communicated to the Contractor that the Contractor was “more like an employee” than a contractor.
Employee-Like Control: The Company imposed strict approval processes, required availability on holidays (and whenever they immediately needed the Contractor), and micromanaged workflows.
Retaliation: The Company terminated the Contractor in direct response to the Contractor’s refusal to perform duties that exceeded the agreed-upon scope of the independent contractor agreement. The Contractor asserted boundaries through conduct rather than verbal objections, as prior verbal objections were consistently disregarded, whereas clear actions could not be ignored. Specifically, the Contractor declined to assume the role of an “on-call” in-house employee with 24/7 availability, a requirement that the Company gradually imposed through its conduct and evolving expectations, despite the absence of such terms in the contractual agreement. The Company explicitly communicated this expectation to the Contractor, and its enforcement in actual practice constitutes a fundamental misclassification of the Contractor’s role.
Under California AB-5 (ABC Test), the Contractor was legally an employee, not an independent contractor.
How The Company Treated The Contractor As An Employee
The Company exercised significant control over the Contractor, imposing employee-like restrictions, oversight, and expectations that are inconsistent with an independent contractor relationship.
This violates the “A” prong of the ABC Test under California Labor Law (AB-5), which requires that independent contractors be free from the hiring entity’s control and direction.
1. Strict Approval Processes That Prevented Independent Work
The Company required explicit approval for all content (social media posts, blogs, newsletters, and videos) before publishing.
The Company ignored contractual provisions granting the Contractor discretion in how and when to execute tasks.
Despite delays in approvals, the Company blamed the Contractor for missed deadlines—even though the delays were caused by the Company’s own inaction.
The Contractor was expected to chase down approvals rather than autonomously execute deliverables.
2. Mandatory Availability On The Company’s Terms
The Company required the Contractor to be available on demand, including on holidays and outside standard working hours.
The Company would often drop urgent, last-minute tasks and expect immediate action, disregarding the Contractor’s autonomy.
There was little flexibility to set independent work hours, which is a key distinction between an employee and a contractor.
Failure to immediately respond to requests was treated as non-compliance, reinforcing the Company’s employee-like expectations.
3. Micromanagement & Workflow Control
The Company dictated which tools and platforms the Contractor had to use, preventing the Contractor from working with their own preferred tools.
The Contractor was required to follow the Company’s Standard Operating Procedures (SOPs), rather than independently determining the best method for task completion.
Every step of the workflow had to be aligned with the Company’s internal approval chain, rather than allowing the Contractor to complete projects at their discretion.
The Company required the Contractor to attend long, frequent meetings, many of which were irrelevant to the Contractor’s role.
The Company treated these meetings as mandatory, rather than optional strategy discussions.
The Contractor was expected to provide daily or near-daily updates—another element of an employer-employee relationship rather than an independent business relationship.
5. Retaliation For Asserting Independent Contractor Rights
When the Contractor exercised the right to refrain from using Slack, Company Email, conference calls, publishing content, or chasing approvals while the Company was closed during the holidays, the Company retaliated. Despite claiming urgency, the Company made no effort to contact the Contractor through alternative, readily available communication channels, such as phone calls, text messages, the Contractor’s independent business email, or social media platforms. This deliberate lack of outreach undermines any assertion that the work was critical and further highlights the Company’s retaliatory intent rather than a genuine business necessity.
The Company used its own procedural delays as an excuse to falsely accuse the Contractor of non-performance.
The Contractor was terminated in bad faith for failing to act like an employee, despite having a contract that explicitly stated otherwise.
5. Governing Law & Jurisdiction: Attempted Manipulation To Avoid Legal Consequences
The original Independent Contractor Agreement between the Contractor and the Company was explicitly governed by California law.
However, in the proposed Settlement Release Agreement, the Company has attempted to change the governing law to Idaho—a move that is legally questionable and appears to be a deliberate effort to evade accountability under California’s strict labor laws.
This attempted jurisdictional shift strongly suggests that the Company is aware that it has misclassified the Contractor as an independent contractor rather than an employee.
If the Company had lawfully classified the Contractor, there would be no legitimate reason to switch the governing law to Idaho, a state with significantly weaker worker protection laws.
This action appears to be a bad faith attempt at forum shopping, a tactic used to secure legal advantages by moving disputes to jurisdictions with more favorable laws.
5.1. California Law Already Governs This Dispute
The Independent Contractor Agreement was originally drafted and executed under California law, making California the proper jurisdiction for any disputes arising from the contract.
The Company is headquartered at 8383 Wilshire Blvd., Suite 800, Beverly Hills, CA 90211, and operates primarily within California.
The Contractor’s work was performed for the benefit of a California-based business, making California law applicable to any classification disputes, wage claims, or contract violations.
5.2. The Company’s Attempt To Shift Jurisdiction Suggests Knowledge Of Misclassification
By proposing to replace California law with Idaho law, the Company is attempting to.
Avoid liability under California Labor Code § 226.8, which imposes severe penalties ($5,000–$25,000 per violation) for the willful misclassification of independent contractors.
Escape the ABC Test (AB-5), which presumes workers are employees unless the employer can prove all three prongs of the test:
The worker is free from control and direction (Fails: The Company required the Contractor to use its tools, follow its approval processes, and be available for mandatory meetings).
The work is outside the usual course of the hiring entity’s business (Fails: The Contractor provided digital marketing, SEO, and content creation services, which were core functions of the Company’s operations).
The worker is engaged in an independently established trade, occupation, or business (Fails: The Company imposed strict workflow requirements, approval processes, and daily communication expectations).
Avoid paying back wages and benefits that the Contractor is entitled to under California law if deemed an employee.
The Company’s attempt to shift governing law is not a neutral contract change—it is an evasion tactic designed to eliminate liability and prevent the Contractor from recovering unpaid wages, penalties, and legal remedies available under California law.
5.3. Attempted Forum Shopping As Evidence Of Bad Faith
Forum shopping refers to a party’s attempt to manipulate jurisdiction in order to secure favorable legal treatment. The Company’s attempt to switch governing law to Idaho—where worker protections are minimal—demonstrates a clear intent to suppress the Contractor’s ability to pursue legal claims.
If the Company had properly classified the Contractor, it would have no reason to avoid California jurisdiction. Instead, this attempted change raises serious questions about the Company’s intent and awareness of misclassification issues.
Under California case law, courts often reject attempts to change governing law if the change is designed to deprive one party of their legal rights.
5.4. Legal Consequences Of This Attempted Jurisdictional Change
If the Company insists on governing this dispute under Idaho law, this will be treated as.
Further evidence of willful misclassification, demonstrating that the Company is actively trying to dodge financial penalties and wage law compliance.
A material act of bad faith, which could strengthen the Contractor’s claim for additional damages under California’s breach of the duty of good faith and fair dealing.
A basis for escalating the complaint to California DLSE and IRS, as this maneuver suggests knowledge of wrongdoing and an intent to cover it up.
5.5. The Governing Law Must Remain California
To ensure legal fairness, the Contractor formally rejects any attempt to shift governing law to Idaho.
The Settlement Release Agreement must explicitly state that all disputes, claims, and enforcement actions remain governed by the laws of California, consistent with the original Independent Contractor Agreement.
If the Company refuses to comply with this reasonable and legally necessary request, the Contractor will proceed with formal complaints to the California Division of Labor Standards Enforcement (DLSE), the IRS, et al, citing this jurisdictional change as further evidence of willful misclassification and an attempt to evade labor law penalties.
Verdant’s Lawyer Response – Feb 12, 2025
Wed, Feb 12, 12:46 PM
Mr. Powers,
As always, please let me know if you’ve retained counsel and I’ll redirect this correspondence to your attorney.
The Company reiterates its $3,000 confidential settlement offer. The amount is final, but I have revised the attached settlement agreement to ensure it includes mutual non-disparagement language and mutual confidentiality language and a mutual release. I’ve also adjusted the governing law to California, per your preference. The changes are highlighted for your convenience. The offer remains open until February 24, 2025.
The Company disagrees with your version of events. The Company also notes that prior to any public feedback being provided by the Company, you threatened to “escalate this legal matter through more public channels” within 72 hours, and publicly provide negative detailed feedback:
It was your choice, not the Company’s, to bring any dispute into the public eye.
For business reasons, the Company would prefer to resolve this matter via the attached settlement agreement, which contains a mutual non-disparagement provision. However, please be aware that you are already bound by a non-disparagement clause in your contract. You agreed that you “shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, disparaging, or maliciously false remarks, comments, or statements concerning the Company or its clients, or any of its employees, officers, or directors now or in the future.” Any violation of that provision is a breach of contract, and the Company will not hesitate to take legal action.
You will find that I have removed sections that I believe are irrelevant and have revised other sections to ensure that the agreement constitutes a true mutual release, providing fair and equitable terms for both parties.
Please review the revised release and let me know if I have overlooked any provisions necessary to ensure that it constitutes a fully mutual and equitable agreement.
Also.
To clarify the record and address any misunderstandings regarding the sequence of events concerning the public disclosure of this dispute.
On January 30, 2025, at 11:35 AM MST, the Company publicly posted a negative review on UpWork.
On January 30, 2025, at 3:02 PM MST, approximately three hours and twenty-seven minutes after the Company publicly posted a negative review on UpWork — during active and ongoing legal negotiations — the Contractor responded to the Company’s publicly posted review on UpWork.
This timeline establishes that the Company was the first to disclose this matter publicly by posting a negative review on Upwork during ongoing legal negotiations.
The Contractor’s later and subsequent response (review to the Company) was a direct rebuttal to the Company’s initial public statement.
Once again, the Company fails to acknowledge its pivotal role as the initial party to breach the contract and the initial party to publicly disclose this matter.
The Company cannot publish a negative review first and then attribute fault to the Contractor for responding to the Company’s own actions in making the dispute public.
The Company’s assertion that I was the first to “threaten” the Company with public disclosure on Upwork is unfounded and misleading.
In reality, the Company initiated the public disclosure of this dispute by posting a negative review, thereby introducing this matter into the public domain.
In contrast, the Contractor made repeated good-faith efforts to communicate directly with the Company in an attempt to resolve the issue privately and seek clarification regarding the Company’s capricious decision to terminate the contract without communication, prior notice, or an opportunity for the Contractor to cure the alleged minor breach.
However, these attempts were consistently ignored by the Company.
Rather than engaging in good-faith discussions to resolve the matter amicably, the Company instead chose to escalate the situation by publicly posting a negative review.
The Contractor, in turn, responded only after these public statements had already been made.
It was only after the Contractor’s reasonable efforts to resolve the issue privately were disregarded that the matter was escalated to legal counsel representing the Company.
It is indisputable that the Company, not the Contractor, made the decision to bring this dispute into the public domain.
Kindly update your records to reflect this sequence of events.
Verdant’s Lawyer Response – Feb 19, 2025
Brittany Mortimer – Feb 19, 2025, 1:13 PM
Hi Mr. Powers,
I attached an updated confidential settlement agreement. To the extent reasonable, Verdant has accepted your changes. I’ve added mutual language to sections 2, 4, 5, 6, 7, 9, 16, and 19. Some of the changes could not reasonably be made (for example, Verdant cannot bring an age discrimination claim, so that release portion is one-sided). Other changes were not acceptable to Verdant, such as liquidated damages.
Verdant is at its maximum flexibility. If you agree to the attached agreement after you review, please sign and return it to me.
If you’ve retained counsel, please let me know and I’ll redirect this correspondence to your attorney.
Hemp Writer’s Response – Feb 22, 2025
Joseph Powers – Sat, Feb 22, 10:54 AM
Ms. Mortimer
Before the company initiated negative public reviews, I maintained a 100% satisfaction rating on UpWork, which was a direct reflection of my commitment to exceeding client expectations and consistently delivering high-quality work. My record demonstrates that I have always acted professionally, ethically, and in good faith in all business engagements – specifically regarding this matter.
Given that the Company’s review has resulted in a measurable reputational and financial impact, I must insist on a revised settlement offer that appropriately reflects these damages—especially if UpWork does not restore my prior rating. The harm to my professional standing is both tangible and quantifiable, as evidenced by prior communications and performance metrics.
I remain open to negotiating a fair and equitable resolution, but it must reflect the full scope of financial and reputational harm that I have sustained.
I have reviewed the Company’s counterproposal and have the following remaining concerns that must be addressed for an equitable resolution.
3. Mutual Benefit Clause
The agreement must clearly articulate the benefits each party is receiving. While the Company benefits from confidentiality provisions (e.g., non-publication of negotiation details, non-disclosure of settlement terms, etc), there should be a reciprocal acknowledgment of benefits provided to the Contractor within the agreement.
3. Acknowledgment of Consideration
The agreement currently states that the benefit “exceeds what the parties are otherwise entitled to receive.” This language should be modified to reflect that the compensation is a negotiated resolution without admission of liability by either party rather than an excessive benefit.
3(a). Settlement Amount & Publishing Rights
My final minimum settlement terms are:
$5,000 with full transparent unredacted publishing rights (i.e., ability to disclose my experience publicly in excessive detail on my law blog).
$7,000 with redacted publishing rights (i.e., ability to discuss the situation in general terms but without naming the company or specific individuals).
3(a). IRS Form 1099-MISC
The settlement must be issued under a 1099-MISC, with explicit language confirming that the payment is classified as a non-wage settlement to prevent any misclassification issues.
5. Effective Date Definition
The effective date of the agreement must be contingent upon the Company’s removal of its negative feedback regarding the Contractor on UpWork and any other platforms where such feedback has been published.
7. Mutual Non-Disparagement
The non-disparagement clause must be mutual, ensuring that both parties are subject to the same obligations and restrictions. Language must be identical for both parties to ensure fairness.
8. Confidentiality Clause Revisions
The confidentiality clause must be specific in defining what qualifies as “confidential information” to which I may have been exposed.
The agreement currently contains a vague provision allowing the Company to disclose information for business purposes—this must be clarified and limited to prevent an unfair one-sided disclosure right.
9. Attorney’s Fees & Costs in the Event of Breach
In the event of a breach by either party:
Each party should bear its own legal fees and costs.
Alternatively, if either party breaches, the breaching party should be responsible for all reasonable attorney’s fees and costs incurred by the non-breaching party.
Also, I appreciate your persistent dedication to the Rule Of Professional Conduct 4.2, in this matter.
Rest assured, if this case escalates to district court, you’ll be the first to know if/when I secure legal representation.
Verdant’s Lawyer Response – Feb 24, 2025
Brittany Mortimer – Mon, Feb 24, 6:37 AM
Good morning Mr. Powers,
Please see my responses below in red.
3. Mutual Benefit Clause
The agreement must clearly articulate the benefits each party is receiving. While the Company benefits from confidentiality provisions (e.g., non-publication of negotiation details, non-disclosure of settlement terms, etc), there should be a reciprocal acknowledgment of benefits provided to the Contractor within the agreement. The Contractor’s benefits include but are not limited to monetary consideration (section 3), a mutual release (section 4), mutual non-disparagement (section 7), mutual confidentiality (section 8), and mutual non-admission of liability (section 16). Section 3 explicitly states that the monetary “benefit is being given as consideration in exchange for executing this Agreement, including the general release contained in it.”
3. Acknowledgment of Consideration
The agreement currently states that the benefit “exceeds what the parties are otherwise entitled to receive.” This language should be modified to reflect that the compensation is a negotiated resolution without admission of liability by either party rather than an excessive benefit. Section 16 states that there is no admission of liability by either party. The language you quote references the $3,000 payment, which exceeds what has been owed based on work performed by the Contractor. I encourage you to consult your own attorney if you have questions about this standard legal language and why it is included to establish “consideration.”
3(a). Settlement Amount & Publishing Rights
My final minimum settlement terms are:
$5,000 with full transparent unredacted publishing rights (i.e., ability to disclose my experience publicly in excessive detail on my law blog).
$7,000 with redacted publishing rights (i.e., ability to discuss the situation in general terms but without naming the company or specific individuals). As I have previously stated, the Company is not willing to increase the amount of monetary consideration offered. $3,000 total is the Company’s final offer.
3(a). IRS Form 1099-MISC
The settlement must be issued under a 1099-MISC, with explicit language confirming that the payment is classified as a non-wage settlement to prevent any misclassification issues. Section 3(a) states the payment is reported on Form 1099. Form 1099 payments are always non-wage.
5. Effective Date Definition
The effective date of the agreement must be contingent upon the Company’s removal of its negative feedback regarding the Contractor on UpWork and any other platforms where such feedback has been published. The agreement does require the Company to request removal of the negative feedback on Upwork (to my understanding this is only a 1-star review and no actual written negative feedback). There is no negative feedback on other platforms. The effective date is not based on compliance with all the agreement’s terms, but rather your 7-day revocation right mentioned on page 3. The only reason that your removal of negative feedback was included in relation to the effective date was that you were currently in active breach of the non-disparagement provision in the independent contractor agreement between you and the Company. In contrast, the Company is not bound by a non-disparagement provision in the independent contractor agreement, and thus is not in breach by leaving you a 1-star review. The Company’s obligation to delete the 1-star review does not activate until after there is an effective agreement between you and the Company.
7. Mutual Non-Disparagement
The non-disparagement clause must be mutual, ensuring that both parties are subject to the same obligations and restrictions. Language must be identical for both parties to ensure fairness. The language cannot be identical because you are an individual and my client is a company. My client can instruct its employees to follow its non-disparagement instructions. This is standard language and I encourage you to consult your own counsel to understand further.
8. Confidentiality Clause Revisions
The confidentiality clause must be specific in defining what qualifies as “confidential information” to which I may have been exposed. In the most recent version of the confidential settlement agreement that I sent you, I deleted my version of section 6, which defined confidentiality, and used your version instead. This was your language that I accepted.
The agreement currently contains a vague provision allowing the Company to disclose information for business purposes—this must be clarified and limited to prevent an unfair one-sided disclosure right. The Company has no interest in disclosing the confidential settlement agreement for any reason other than as necessary for business purposes. For example, for tax reasons to a tax advisor, to attorneys, to potential investors or future partners, etc. Please rest assured that public disclosure is mutually not desired. This is standard language and I encourage you to consult your own counsel if you have additional questions.
9. Attorney’s Fees & Costs in the Event of Breach
In the event of a breach by either party:
Each party should bear its own legal fees and costs.
Alternatively, if either party breaches, the breaching party should be responsible for all reasonable attorney’s fees and costs incurred by the non-breaching party. As the Contractor has already shown that he will breach the independent contractor agreement, the Company needs reassurance that its fees will be covered if the Contractor also breaches the confidential settlement agreement. However, please see California Code of Civil Procedure, section 1717, subdivision (a): “In any action on a contract, where the contract specifically provides that attorney’s fees and costs, which are incurred to enforce that contract, shall be awarded either to one of the parties or to the prevailing party, then the party who is determined to be the party prevailing on the contract, whether he or she is the party specified in the contract or not, shall be entitled to reasonable attorney’s fees in addition to other costs.” CCP § 1717(a). California Code, CIV 1717.
Hemp Writer’s Response – Feb 24, 2025
Joseph Powers – Mon, Feb 24, 1:29 PM
Good afternoon Ms. Mortimer,
As the release agreement is currently written, I can not accept it.
I shouldn’t need to be this vigilant and granular in trying to get you and the Company to write and agree to a completely fair and balanced release agreement.
See comments below.
1. Public Disclosure & Publishing Rights
The confidentiality provisions solely benefit the Company, not me.
I intend to publish this experience on my legal blog documenting interactions such as this.
I am willing to redact the Company’s name and individual names but will not waive broader publishing rights.
The phrase “business reasons” in the confidentiality clause is undefined and overly broad, creating a loophole allowing the Company to disclose the agreement at its discretion while restricting me.
Fair Solution: The clause should either:
Define “business reasons” explicitly, or
Require the Company to obtain my prior written consent before disclosure, or
Remove the language “business reasons.”
Public disclosure is only beneficial to the Company, not me.
I desire to publish this story on my legal blog where I document my law journey regarding interactions such as this.
I’m willing to redact the name of the company and the names of individuals, however, I’m not willing to waive any publishing rights beyond redacting the company and individual names.
I too have “business reasons” that could also require me to disclose this story on my law blog. The problem here is the phrase “business reasons” is undefined and creates a major loophole for the Company. Business reasons could also include, telling future employers or industry contacts, informing clients or business partners, etc. I essentially would be locked into confidentially, but the company is not. The Company essentially has an open-ended excuse to disclose the agreement as long as they say it’s for “business reasons.” This vague and ambiguous language is not standard and should either be removed or include language that requires the Company to receive prior written consent from me before any disclosure of information. I read this clause as being intentionally vague while allowing the Company to disclose the settlement more freely than myself.
2. Consideration & Misrepresentation of Settlement Value
Consideration is not just monetary—it includes legal value, such as my agreement to redact the Company’s identity.
The Company benefits from strict confidentiality, mutual release, mutual non-disparagement, and non-admission of liability.
The statement that this settlement “exceeds what I am owed” is misleading and undermines the reality of this situation.
Fair Solution: Either remove this framing entirely or modify the language to reflect that this is a negotiated resolution, not an excessive benefit.
Consideration isn’t just monetary benefits, it can also include anything of legal value in exchange for benefits — such as me redacting the Company’s name and names of individuals.
The Company benefits from strict confidentially, mutual release, mutual non-disparagement, mutual non-admission of liability, etc.
By framing this as “exceeding what you are owed,” the Company is undermining the reality of this situation.
I require language stating this is a negotiated resolution, not an excessive benefit. Or to have this clause removed entirely.
3. Non-Disparagement & California Legal Protections
Truth is not disparagement—I have not made false statements and therefore am not in breach of any non-disparagement agreement.
Regardless of contractual obligations, defamation laws apply—the Company cannot make false claims against me.
California disallows overly broad non-disparagement clauses, especially in employment-like relationships.
Under Ejusdem Generis, the original contract’s non-disparagement language does not restrict me from making truthful statements.
The Company breached first and then retaliated by leaving a false and defamatory 1-star review.
If this were truly “standard language” the Company should have no problem applying the same language to itself.
Fair Solution: The non-disparagement clause must be mutual, enforceable, and limited to knowingly false and malicious statements.
Non-disparagement requires there to be a false statement and measurable damages.
I did not make a false statement, therefore I am not in breach of the non-disparagement agreement.
Regardless if the original contract doesn’t bind the company to non-disparagement, the Company is still bound by defamation laws. The evidence will show that I did not breach the non-disparagement agreement due to the fact that I made a true statement about the Company’s initial breach, subsequent retaliatory action, blame shifting, gas lighting, etc.
The truth is protected by law. The company’s bad behavior and false claims are not protected by law.
Furthermore, in the original contract’s non-disparagement clause, based on the legal principle Ejusdem generis (of the same kind).
In the original contract, the non-disparagement language is all of the same kind and has no clause restricting me from making true statements. The Company is not protected from me making true statements. The plain language intentionally omits any clause even hinting at me making true statements. If the Company intends to claim the language “comments, or statements” also includes true statements, that will be an uphill battle for the Company to claim considering courts tend to favor
In my understanding, California tends to disfavor overly broad non-disparagement clauses, especially in employment-like relationships – especially in contract disputes, ambiguities are often interpreted against the party that drafted the contract.
NON-DISPARAGEMENT Independent Contractor agrees and covenants that Independent Contractor shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, disparaging, or maliciously false remarks, comments, or statements concerning the Company or its clients, or any of its employees, officers, or directors now or in the future.
I don’t see any ambiguity that prevents me from making a true statement in public forums.
The Company was the first to breach the contract and the Company also wrongfully made a false and defaming 1 star public review.
As the evidence will show — that the Company has also willingly intentionally spoiled by hiding, withholding, or destroying evidence — all of the work I provided to the company was consistently outstanding and I was frequently praised for my quality and prompt delivery of services. I did not receive any negative feedback from the company until about three weeks after the Company ghosted me, left a 1 star review, and made frivolous claims to their lawyer.
4. Unequal Enforcement of Non-Disparagement
The Company is not meaningfully restricted from making negative statements about me—only required to “instruct” employees to refrain from false statements with no enforcement requirement.
The Company can still make negative statements about me as long as they are “not false,” whereas I am prohibited from making any statements, even if true.
Fair Solution:
The Company must also be explicitly restricted from making disparaging statements, not just “instruct” employees.
Both parties should have equal obligations under non-disparagement.
Furthermore, the non-disparagement is not balanced and is also not standard language. It imposes significantly stricter restrictions on myself than it does for the Company. I read this as the Company has no obligation to refrain from making negative statements, only to “instruct” its employees to refrain from false statements. The clause does not directly prohibit the Company from making negative statements about me — it only says the Company will “instruct” employees. There is no requirement for enforcement—if an employee, officer, or contractor still disparages you, the Company is not in breach because the Company could claim, “We instructed them not to.” The Company can still say negative things as long as they are “not false.” My restriction covers both false and true statements, but the Company’s only covers false statements.
5. Unfair Review Removal Terms
I must delete my negative reviews before the agreement is valid, while the Company only has to “request” Upwork to remove their review.
If Upwork refuses their request, they keep their negative review indefinitely, while I have already erased mine.
Fair Solution:
Both parties must ensure the removal of their respective reviews before the agreement takes effect, not just “request” it.
The Company is only required to “request” Upwork to remove their review, not actually remove it. The Company can claim they tried, and if Upwork refuses, the Company can keep their negative review up indefinitely. Meanwhile, I must delete all of my negative feedback. To make it fair, the clause should require both sides to ensure full removal, not just “request” it before the agreement is valid.
Also note.
Since the company materially breached the contract first, this excuses me from complying with the non-disparagement clause in the original contract. I argue that the company has unclean hands because their obstruction prevented me from performing my end of the contract. Therefore, due to the company’s breach, the non-disparagement clause is null and void.
This argument is supported by Brown v. Grimes, 192 Cal. App. 4th 265 (2011), where the court held:
“When a party’s failure to perform a contractual obligation constitutes a material breach of the contract, the other party may be discharged from its duty to perform under the contract.” (Brown v. Grimes, 192 Cal. App. 4th 265, 277).
Additionally, the case affirms that:
“A material breach of one aspect of a contract generally constitutes a material breach of the whole contract.” (Id. at 278).
Given this precedent, I believe the company cannot enforce the non-disparagement clause against me.
The company’s breach prevented me from fulfilling my contractual obligations, and I argue that the contract is effectively void, and the non-disparagement clause should not be enforceable.
Since the company also acted in bad faith and has unclean hands, I believe the court may refuse to enforce the clause on multiple grounds.
For continued good faith negotiation.
I contacted UpWork and they decided to remove the Company’s written feedback.
At this point, Verdant chose to intentionally stop responding.
When opposing parties stop responding, the only remedy is to escalate to lawsuit and reporting to government agencies.
Hemp Writer’s Final Notice To Verdant Strategies CEO Rachel Wright – Mar 9, 2025
Sun, Mar 9, 9:47 AM
Final Notice Before Legal Action – Intent To File Small Claims & Motion To Void Mediation/Arbitration
Ms. Wright,
Due to your non-response and refusal to negotiate a reasonable settlement in good faith.
I am writing to formally notify you of my legal course of action regarding my dispute with Platinum MF LLC dba Verdant Strategies (“Verdant”). Given the company’s refusal to properly address my claims and its possible attempt to enforce mediation/arbitration, I am moving forward with the following legal actions.
See first draft PDF of complaint attached.
1. Filing In Small Claims Court
I will be filing a small claims lawsuit against Verdant in Los Angeles County Superior Court for breach of contract, unpaid wages, and damages related to wrongful termination.
As a reminder.
California’s small claims court does not allow attorneys, meaning Verdant’s CEO, Rachel Wright (signed name on contract), must appear without legal counsel.
I will be seeking monetary compensation up to the jurisdictional limit of $12,500.
If anyone other than Rachel Wright appears, I will move the court for a default judgment and collect accordingly.
2. Motion To Void Mediation/Arbitration & Stay Any Mediation/Arbitration Proceedings
If Verdant attempts to enforce mediation/arbitration, I will file a motion to.
Invalidate the mediation/arbitration clause on the basis of material breach, misclassification, and unconscionability.
Stay (halt) any arbitration proceedings pending the court’s ruling.
Challenge the enforceability of the arbitration provision under California Code of Civil Procedure § 1281.2 and Labor Code § 432.6 (AB-51), which prohibits forced mediation/arbitration in misclassification cases.
If Verdant intends to proceed with mediation/arbitration before this motion is resolved, please be advised that I will also file an emergency motion for a preliminary injunction to prevent mediation/arbitration from moving forward.
3. Issuance Of Subpoenas For Relevant Communications & Company Records
As part of my legal proceedings, I will issue a subpoena (SC-107) compelling Verdant Strategies to produce the following records to ensure all relevant evidence is preserved and available for review.
All Slack messages including, but not limited to, myself and Verdant staff related to work, performance, approvals, and termination.
All documents including, but not limited to, my contract, payments, approvals, and termination notice.
All internal company communications including, but not limited to, references to me or my contract, including email, texts, voice/video messages, social media messages, etc.
All audio/video recordings of company communications that reference me or my contract.
ClickUp records throughout duration of the contract.
HubSpot newsletter publication records.
All performance reports including, but not limited to, HubSpot, website, etc.
I expect full compliance with these subpoenas under California Evidence Code § 1560, and any refusal to provide these records will be raised with the court. If any of these records have been deleted or altered, this will constitute spoliation of evidence, and I will pursue additional legal remedies accordingly, such as additional penalties if Verdant ignores the subpoena.
Promptly, I will petition the court to recognize the spoliation of evidence as supportive evidence to my claims. If Verdant fails to provide records, I will move the court to rule this failure as an “adverse inference” (assuming the missing evidence would support my claims).
If the small claims judge does not enforce the subpoena, I will escalate to the Superior Court and file a Petition to Enforce the Small Claims Subpoena.
If Verdant continues to ignore this subpoena or decides to produces records request insufficiently, I will file a motion to compel and I may request sanctions under California Code of Civil Procedure § 2023.030.
If Verdant still refuses to comply after the motion to compel, I will file a motion for contempt of court under California Code of Civil Procedure § 1218.
4. Next Steps
I am providing this notice as a professional courtesy.
However, if Verdant decides to delay or obstruct these proceedings, I am prepared to escalate the matter.
If Verdant wishes to resolve this dispute outside of litigation, I remain open to discussing a fair and reasonable settlement offer.
Please confirm receipt of this email and whether Verdant intends to oppose the small claims filing or my forthcoming motion to void mediation/arbitration.
You have 21 days to present a fair and legally binding settlement agreement before I proceed with further legal action.
Offer expires on March 30, 2025.
Hemp Writer’s Next Message To Verdant’s Two Days Before Final Offer Expires – Mar 29, 2025
Anyways,
I believe in excessive grace and extensive due process.
My morals and ethics require me to tell you exactly what I’m going to do before I do it.
Unless we agree otherwise, this blog post goes live without password protection on March 31, 2025 — while I simultaneously gather backlinks by publishing this story on industry related law websites, et al.
Hemp Writer v. Verdant Strategies: A Case Study In Contract Breach & Freelancer Abuse
If you believe that any portion of this case study contains factual inaccuracies or discloses confidential information, you are required to provide written notice identifying the specific content in question within seven (7) calendar days of receipt. Absent such notice, you will be deemed to have acknowledged and affirmed the accuracy and non-confidential nature of the information presented herein.
Final Thoughts: Navigating The Murky Waters Of Contractor Agreements
The dispute between Joseph Powers and Verdant Strategies’ CEO Rachel Wright is far from over, and its ultimate resolution remains uncertain.
As of now, I’m awaiting a response from the company’s lawyer, Brittany Mortimer, regarding his latest counteroffer and clarifications.
Several potential paths forward exist.
Continued Negotiation: Both parties could return to the negotiation table, attempting to bridge the gap between their positions. This would involve a willingness to compromise and address each other’s concerns in good faith.
Mediation/Arbitration: If direct negotiations fail, a neutral third party could be brought in to mediate a settlement or arbitrate a binding decision.
Litigation: If no agreement can be reached, Joseph Powers has indicated his willingness to pursue legal action, potentially leading to a civil lawsuit to recover damages stemming from alleged misclassification, breach of contract, and reputational harm.
Escalation to Regulatory Bodies: Joseph Powers has also stated that he may report the matter to the Department of Labor (DOL), California Division of Labor Standards Enforcement (DLSE), California Labor & Workforce Development Agency (LWDA), and/or the Internal Revenue Service (IRS) for an evaluation of potential misclassification.
Regardless of the path taken, this case serves as a critical reminder of the importance of clear communication, well-defined contracts, and ethical conduct in independent contractor relationships.
Businesses must ensure they comply with all applicable labor laws and treat contractors fairly to avoid costly disputes and legal liabilities.
Legal Disclaimer
The information in this blog post is for informational and educational purposes only and should not be interpreted as legal advice.
This content reflects my personal opinions, experiences, and understanding of the dispute with Verdant Strategies. It may not capture the latest legal developments or nuances of the case.
No Attorney-Client Relationship
This blog post does not establish an attorney-client relationship. Readers should consult a qualified legal professional for advice tailored to their specific circumstances.
I do not have an attorney-client relationship with the company’s lawyer, nor does any attorney-client privilege exist between us. Because of this, I am not bound by confidentiality or privilege restrictions and may freely publish and discuss the information the company’s lawyer has sent me.
Accuracy of Information
While I strive for accuracy, I make no guarantees regarding the completeness or correctness of the information presented. The details of this case may be subject to differing interpretations or factual disputes.
Confidentiality
I have taken steps to omit confidential contractual information and protect the privacy of individuals involved. However, the legal status of certain details may be open to interpretation.
If you believe that any portion of this case study contains factual inaccuracies or discloses confidential information, you are required to provide written notice identifying the specific content in question within seven (7) calendar days of receipt. Absent such notice, you will be deemed to have acknowledged and affirmed the accuracy and non-confidential nature of the information presented herein.
First Amendment Rights
This content represents my personal perspective and is an exercise of my First Amendment rights to discuss personal experiences and matters of public interest. The statements made are based on my knowledge, facts, and direct evidence.
Non-Disparagement
This post is not intended to be defamatory or disparaging. My goal is to provide an objective and factual account of events, and all statements are made in good faith.
Ongoing Legal Matter
This dispute is ongoing, and the information provided reflects the status as of March 29, 2025. Future developments may affect the accuracy and relevance of this post.
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On my 33rd birthday, I treated myself to Dr. Grave's law course called How To Win In Court Without A Lawyer. I didn't quite know what I was going to do with this knowledge. All I knew was that this is basic information that every 8th grader should know how to use properly and responsibly.
Several years since taking this law course, I've realized that I never have to wait too long before I have to use the legal knowledge I learned.
Since my first court victory, 3.5 years later, I've been involved in over 100 cases and only one of them had to actually go to court. Read Full Story Here.
STOP ASKING PEOPLE TO DO THE RIGHT THING & FORCE THEM BY USING THE COURTS.
