Dun & Bradstreet Corp’s acquisition of Management Science America Inc to put it alongside its McCormack & Dodge software business is turning into a nightmare in public relations terms for the austere New York company that trades on its solid image and probity. Frank Dodge, co-founder of McCormack & Dodge, who had been designated to the number two job under Management Science founder John Imlay – he says he found out that he was to be vice-chairman of the merged Dun & Bradstreet Software unit only from the company’s press release announcing the appointment – is now suing Dun & Bradstreet, alleging that the company breached his employment contract, forced him out of the company, and then interfered with his efforts to start a new software business. He also accuses the company of attempting to intimidate others with whom he was trying to establish business links by telling them that he was bound by a non-compete clause in his contract. As well as learning of his proposed position in the new company only from the press release, Dodge says he later learned that his salary would be much lower than that of John Imlay, and that the company repeatedly failed to define his role as vice-chairman. On February 12, he returned from a meeting with Dun & Bradstreet top brass and says he found that security guards told him they had orders not to allow him to enter the building. Three days later, he got a letter from Dun & Bradstreet asserting that it was his decision to leave the company, that he was obliged not to seek to lure Dun employees and that he couldn’t compete with McCormack & Dodge in any future activity. Dodge says that even though he is looking at Unix software, a market where McCormack is not at present a player, Dun argues that this is covered by the non-compete rule in his contract – which he says has anyway been invalidated by the company’s discharging him without cause. He is seeking a temporary injunction against Dun & Bradstreet to enable him to pursue his business plans, unspecified damages, and a jury trial of his suit.
