

My 'partner' won't let me release. I feel like a hostage. 3 mos and counting. - fortressfalls

Picked up a biz partner a few mos ago on craigslist. He was looking to make an iPad app. I agreed to a 30% stake... not sure why, in retrospect. He said he had lots of connections, and corporate relationships could be helpful in this app's market. I don't negotiate on my feet very well ;-)<p>I flew out to meet him in person. He had a very loose concept, so I drafted a concrete design while he gawked. I outlined a 3 week release target, he agreed to it, and I went to work hacking.<p>I completed a clean, high quality very-release-able app in 4 weeks, well exceeding the very basic features/specs I outlined for the 3-week-initial-release. He argues with me about inane points, I agree to some changes I know are bad ideas to appease him.<p>Cue to 3 mos later.<p>He still won't let me release, keeps promising he'll agree to a release if only I do X or Y - most X or Ys are very bad ideas, slimey, or even plain infeasible 'designs' that don't understand how to do a workable UI on a tiny touchscreen... you know the sort.<p>Also, he is driving me crazy, drags me through inane powerpoint slides and meetings, plays a lot of buzzword bingo, and hasn't contributed /anything/ to the company by my reckoning.<p>I quit my day job to work on this, but would have quit anyway. I know: I'm a fool. But its relevant because no-job means I'm also not wanting to lawyer up and spend the $. I'd just walk away if it came to that.<p>Clearly, this 'partnership' cannot continue, but I've sunk 3 mos into it, and produced a handsome iPad app, and even half an android version. I want to release them.<p>I feel like he is holding me hostage using my own work.<p>So the question: afaict I'm an independent contractor, and by most interpretations the sole author of the source code.<p>He's written me a few hundred dollar check for the flight (deal was: I travel, he pays), but I haven't signed (or verbally agreed) to assign copyright.<p>Should I just walk away? Or should I send him a message that I'm not doing this as a partnership anymore and I'm going to release on my own? Or something else???<p>I'd be happy to give him a copy of the source code too if he wants to continue it in his imo crazy direction.<p>thanks all. good to vent if nothing else.
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michael_dorfman
It seems to me you have a number of options here.

The simplest is to give him the source code, and walk away, and chalk the
whole thing up as a learning experience. In the unlikely event he is able to
make something happen with the product, you're entitled to 30% of the profit,
but I wouldn't count on it. In this option, you do not keep a copy of the code
for yourself, or do anything with it in the future.

Option #2 is to have a long, hard talk with him. Lay everything out on the
table, as clearly as possible. Explain that you have developed a product that
you think is ready to ship, and that you don't want to do any more work until
it does ship. If he has a list of things he things are necessary to get in the
product before the initial ship date, have him itemize the list in detail, and
then discuss and agree (in writing) on each one.

Option #3 is to buy your "partner" out. Ask him to assign all rights to the
product to you, in exchange for some consideration you both agree on (cash, or
a share of the profits.) Needless to say, you need to get the agreement in
writing this time.

Option #4 is to talk to a lawyer. I'm not a lawyer, but I would be absolutely
shocked if you have any direct rights to the source code. I believe you'd be
exposing yourself to potential legal action if you tried to release this code,
or do anything else with it on your own. You really don't want to go down that
road.

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fortressfalls
You're right, if nothing else, I have learned a LOT about biz relationships
through this.

I've always wondered why equity is traditionally hammered out in advance. You
never know who's going to actually contribute work.

Instead it'd be cool to treat it like contract work, agree on each person's
'rate' in advance, log your hours, and then after a year / whatever 'vesting'
period, the equity is allocated based on invested value. You could still have
problems where somebody was incompetent but put in lots of hours, but it seems
so much cleaner than cliffs / pre-allocated guesses as to contribution.

You should own the company based on what you contribute in reality, not what
you thought you might contribute on day 0.

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fortressfalls
hey michael, I really appreciate your response, its good to have feedback. #3
and #4 are too expensive for me right now.

I found this law article on copyright ownership of "computer programs" to be
relevant: <https://calico.org/html/article_478.pdf>

"an independent contractor owns the copyright in any work he creates unless
there is an express signed agreement that the work [is] for hire"

My reading of the article suggests that as long as I'm not classified as an
employee, and haven't signed away copyright, I'm likely the sole author, and
at worst a joint-author "entitled to modify, reproduce, or distribute copies
of the work". The article also lists court precedents that suggest that
specifying features and even supervising dev still leave the programmer with
sole ownership.

I know I'm not going to get sound legal advice from HN but a chorus of IANAL
_g_ Still, I'm curious if anyone has experienced similar situations and what
they learned!

~~~
michael_dorfman
You're right, you're not going to get actionable legal advice on HN or from
random articles you read on the Internet. The fact that the article cites
precedents only helps you when you are spending more money than you likely
have trying to defend yourself from a lawsuit that will likely come. Whether
or not you prevail in the end is immaterial; the momentum (and lawyer's fees)
you lose will not be worth it.

In other words: if you can't afford to talk to a lawyer now, you _really_
can't afford to try to hold on to the source code.

If it were me, I'd take a crack at trying to find an amicable (and written)
solution with the guy; if that fails, I'd walk away and consider it an
educational experience.

~~~
fortressfalls
thanks michael, seems like the right plan ;-)

------
fortressfalls
Yeah, he knows they're update-able. I think its very low-cost to him to
let/make me keep working without validating the basic app with users... its
like building a house where one guy does all the work, and the other guy gets
to decide when its done. The "decider" doesn't have much incentive to let the
worker stop.

------
charliepark
I'm sorry you're in this situation. I'm sure you've communicated to him that
apps are up-date-able ... why wouldn't he be willing to at least get a
"version one" out the door?

