
Ask HN: If I leave now does my co-founder own my code? - davinciceb
My co-founder (a good friend of mine) came to me back in February with an idea for a platform. He came to me mainly because I&#x27;m a coder, and he&#x27;s not, so he wanted someone to help him implement this idea. I loved the idea that he presented me with, so we joined forces and decided to be co founders of this venture together.<p>After a few months of working (me on the code, him on... well, nothing really, just asking his friends for advice on business plans and marketing, but he hasn&#x27;t actually outputted anything yet), I have now come to realize that the two of us really don&#x27;t see eye to eye on what the platform is about, and I&#x27;ve decided that I no longer want to continue on this venture with him.<p>We did write up a Founders Agreement (although we never actually printed it up and signed it), and in this agreement, it states that once a corporation is formed then all assets are transferred to the corporation, however, we haven&#x27;t formed a corporation yet. The agreement also states that if one of us wants to leave before, we should have a mutual separation of assets.<p>When we originally spoke about if one of us wanted to leave, what would happen, he told me that he believed the person staying should own everything that was created, without any regard to compensation for the person leaving the venture.<p>So far, I&#x27;ve put in four months of coding work, along with some of my own money in various services (hosting, proxies, buying a domain, etc). If I leave now, I personally think that in this separation of assets, he should pay me back the money that I&#x27;ve spent on this venture, and that he should only get my code if he compensates me in some way (money for four months of work, or a percentage of the company).<p>I&#x27;d like to hear thoughts from everyone here, to see what I should do.<p>Thanks HN!
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oceanghost
I had a similar situation once. A friend who was a minor celebrity was
supposed to secure some participants for an app idea. We were friends so we
didn't make any arrangements upfront (huge mistake).

Come 6 months later, I'd written most of the platform, and he had put in zero
effort. He then sent me a contract offering me a generous 10% of the business
which also stated I agreed to work without compensation on the idea for 5
years.

I ran. As should you. Your idea is over. Take your code and go home. This
individual does not have the ability to implement the idea, so it is dead
without you in any event.

The world is full of these vampires. People who don't value the work we do.
People who think merely having an idea is more important than being able to
bring it to fruition. Has this individual offered to pay you? What was he
supposed to contribute? And for god's sake why would you agree to any of this?

~~~
davinciceb
In theory, he's going to be doing all of our business development, applying to
accelerators and investors, market research, marketing, SEO/SEM, etc.

The problem is that he didn't want to do any of this until we have a platform
up and running already, and so far all he's been doing is just meeting with
his friends who know a lot about marketing and business development and
learning from them about these topics.

Meanwhile, I've been coding the platform the whole time. Theoretically, if we
had been aligned the entire time, I would be fine with this, because once I've
finished a beta version of the platform I can sit back and relax and let him
do all the BizDev/Marketing work. Unfortunately, we lost our alignment on what
each of us wants to do with the platform, so I'm leaving now.

~~~
zer00eyz
Your friend has no clue what they are doing.

SEO, SEM, and reputation marketing has to start, well yesterday.

If he isn't putting up blog posts and developing your venture as one populated
by experts it isn't going to get very far.

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opless
It depends. IANAL YMMV etc.

If you don't want to do anything with the code you do, you've got two options:
1\. sell it to him 2\. burn everything.

If you want to do something with the code, and go your own way ... HIRE A
LAWYER.

Seriously, your friend could lawyer up and things could get nasty.

In fact if you're considering the first two options, hire a lawyer as well.
You might get accused of destroying 'his' intellectual property.

Seriously, HIRE A LAWYER.

You might lose a friend, but you'll at least be doing the right thing by the
both of you.

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rabidonrails
IANAL but, I believe you own the copyright on the code unless, somewhere, you
transferred the copyright. This would be true if you were in a corporation or
not. Of course, this is why the corporation usually gives you a contract that
says that you transfer the copyright of your code to them.

If there is a corporation, you might transfer the copyright to them, but you
would ask for compensation.

Speak to a lawyer.

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jermaustin1
> he told me that he believed the person staying should own everything that
> was created

That speaks volumes. He had absolutely no skin in the game, and didn't have
any actual work to do to make the platform a reality. Why would HE ever leave?

It is pretty much a guarantee that if you got tired of doing the project, he
would still own the rights to everything.

IANAL, but I watch a crap ton of Judge Judy... You are, right now, through
this post, admitting that you had this discussion and that was the outcome and
your continuation of work was "in agreement to his terms". The dumbest thing
you could do in a situation like this is document that you guys had agreed to
something like that.

You NEED a lawyer, and this post might have done some damage.

~~~
davinciceb
Thanks for the advice!

I want to clear up something here that I might have not made clear in the
original post...

Neither of us actually agreed to that condition, it was something he brought
up when we were going over the founders agreement section about one founder
leaving before a company is formed.

I was explaining to him what mutual separation of assets meant, and he told me
that he thought the person leaving should give the person staying rights to
everything. We ended up disagreeing on this, and we left it in the founders
agreement as "mutual separation of assets".

So to be clear, I never agreed to work under those terms, and he never brought
it up again, because we both saw a lot of issues with that.

I just wanted to bring it up because I wanted to know what others thought.

~~~
matt_the_bass
So did you guys ever say the person leaving couldn’t also use the code? If not
then both of you could use your own copies. If he’s not a dev, what’s he
really going to do with it?

With all due respect, I’d be willing to bet that the codebase has close to
little value. But your know how and knowledge of the problem/domai does. Worst
case, now that you know how to do what you already did, could t you do it over
better and faster?

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captain_perl
Don't leave ... take control since you're the copyright holder:

1) add a standard source code header with your name, date and location 2) take
control of the site 3) send a registered letter that he's in breach of your
verbal agreement as a marketing business partnet and explain that you're good
friends, but now you're the President, and since he's been ineffective as a
business partner, that if he wants to be involved, to show some tangible
results within 90 days.

This is a very common situation. Sadly most people cannot articulate Step #3
above, and the partnership breaks up from lack of firm communication.

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0x01337
Cut your losses . I've had this exact scenario happen to me before, a few
times actually. I now have a folder of "startup graveyard" on my ext drive. It
really sucks from our POV, but at the same time, don't waste anymore of your
time with it. Actually the one guy wanted to code, literally sent me an email
asking for it. I dont em to take a walk.

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kennxfl
If you did not sign anything, form a corporation or have anything written
down, then it's an easy one: You can leave with all the code. I don't see how
he could win in a court of law without legal documents.

A promise/intent is not enforceable without proper signed documents. However
any kind of litigation might cost you.

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softwarefounder
IANAL: but with nothing signed, it's you're code I believe, since it's your
original work.

I suggest looking into copyright law. (This is why contractors must/usually
sign "work for hire" clauses, proclaiming that the work is made for the
company they're contracting with)

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nik736
Talk to him about it, tell him what you have told us and that you will pursue
the idea without him if he won't contribute or help in any way. The way I
understand it is that you made and own everything anyways.

