Threats from [retailers]

Hi, my name is cooper and me and a partner are currently starting up a site called [name removed] . The name says it all - a site where an employee discounts items for you and ships it to you, and in return gains a profit. This way you can get retail items at a cheaper price. About 2 days before launch we got e-mails from [2 major retailers] telling us not to put up the site and that it was ILLEGAL. 

I just want to hear some feedback from everyone here on what I can do because we do not actually believe this is illegal.  Employees discount items for friends on a daily basis and yes it violates their policy but simply put - any employee can buy something for themselves and decide right after that they dont want it, and sell it for a profit. How is that any different then going straight to selling it for a profit? Anyways here's a quote from [one store's] e-mail -

"The program that you are advertising is essentially an invitation to employees to commit fraud on their employers.  Your solicitation of the fraud and your facilitation of it by putting buyers together with the employees may well constitute a conspiracy initiated by you to commit fraud on the affected retailers.   I trust that you did not intend to become involved in unethical or illegal conduct and suggest that you reconsider and discontinue your Employee Discounted venture and put your creativity and talent to use in ventures that are legal and ethical.  We will be watching to verify that you have discontinued Employee Discounted."

and [the other store]:

"In addition, and of even greater social and moral import, your solicitation of [name removed] employees to commit theft and fraud is a felony punishable by law. [Our company's] long standing company policy prohibits employees from offering their employee discounts to unrelated third parties. We have contacted individuals in law enforcement who have assured us that they will investigate this matter fully."

I was thinking that maybe some kind of disclaimer before entering the site or when registering would protect us, but I can't really say I know anything about law, so I am searching for external advice.

As far as what they will do about it, they pretty much just said they will take "appropriate action," whatever that means. Anyways, hopefully you guys can give me some good advice, as I am clearly unsure about what to do.

Thanks in advance, and I really appreciate all your help.

Frankly, I think you are digging yourself a deep hole that could result in criminal prosecution as an accessory to fraud along with expensive lawsuits from large companies claiming loss of profits.

Just how many thousands of dollars do you have set aside to hire lawyers to defend you?

I suggest you take the site down and forget about providing that kind of "service".

If you don't believe me, I suggest you spend a little money on an attorney's written opinion about what you are doing.

Frankly I'd  fire any employees who participated with your firm and I'd probably have my firms IT section scan for any such communications via our employees on our site .

The last I looked, employee discounts did not offer enough spread to make a secondary market profitable?

And some employees who engaged in resale of discounted merchandise offered on clearance to employess at [home improvement store... the door.

Thats not to say there are not other legitimate secondary markets for overstocks at mfg level  or even store level -

Actually they do - bloomingdales, vans, neiman marcus, and banana republic's employees all get 50% off and the other big ones are like 30-40%. its pretty big, and we were going to be splitting that spread in half.

Thanks for the feedback, definitely gave me a better idea of things.

Actually if CA employers are offering employees internal discounts up to 50% I sure hope somebody brings it to attention of CA taxing authorities . While it may  make sense to ignore de minimus discounts to employees if the discounts are a significant form of disguised compensation then it makes sense to take a fresh look at taxation of same?

I'm aware that one major chain best noted for its NYC anchor store had special Cards which allowed some folks a 50% "discount"--hit the press as part of divorce wars of one of its board members who had such a card.