The law doesn't work like that.
It's exceedingly strange to have had the initial cofounder depart and nothing was done to formalise the terms of that separation.
Also Sam seems really annoyed that this ghost-co-founder has turned up with this claim at the most inopportune time, and suggests that this is bad behaviour. I don't think so, it's the right way to play it. Wait until you have maximium leverage and then play your legal cards. The missing cofounder would have been a fool to play it any other way, thereby losing his leverage. The evidence that he has played it right is that so many people are running in circles desperate to resolve it - he has them against a barrel.
It appears the due diligence was pretty loose. Heads will roll.....
From the other version of events, in how Guillory presents it, there were no cards to play - he just assumed the entire time that he had a stake and when the acquisition came he got in touch to figure out how to collect his share.
I know it seems absurd that someone can sit back and not do any further work and expect to collect as much as the other co-founder, but it is a valid legal argument.
The onus was on the company to set out a legally sound and defensible separation.
Exactly. The founding documents are controlling, unless later modified by a contract signed by the parties.
This counter-complaint conveniently breezes past that fact, and moves directly on to allusions of a verbal contract, as memorialized in the YC app.
Most types of contracts do not need to be signed.
And, this seems a specious argument if we're to take the assertions in the complaint at face value (that he was forced out). At the very least, he was deprived of his opportunity to continue to participate in the company.
It's the most lucrative way to play it, that doesn't make it the right way. The right thing is to come out into the open early and negotiate an equitable settlement at that time, not to wait to gotcha your former business partner.
You were marching along working your ass off thinking you owned X but someone else believed they owned half of X and didn't say anything?
Isn't that a bigger deception? I think under US law there is a concept where if you don't speak up and it leads people to bad assumptions it can be problematic suing later.
Well, in this case, someone isn't some random dude from the Internet who you were never aware of. I understand your sentiment, but it doesn't apply in this case.
While Jeremy's timing gives him the most leverage possible (and it's definitely not the most honest thing to do), we can't just treat him as the villain, especially without knowing the full story.
Under the law if you knowingly allow people to proceed under false pretenses, it's harder to make a claim later. If it's true that Jermey never asserted the claim until now I think that's fairly damning - not just from an ethics standpoint but also legally.
Also I never said Kyle has no responsibility here. You are putting words in my mouth. I'm sure Kyle feels terrible and it's a sickening claim and counterclaim to read frankly but I do think it's sneaky to wait until the last second and I do think legally there are consequences for doing that if it's true for Jeremy.
Both sides have now told their stories in full and as well written as Jeremy's claim is- it's still a shakedown for cash for one months work. And a sneakily timed one at that.
The Art of War highly recommends this approach:
Attack him where he is unprepared, appear where you are not expected.
Appear at points which the enemy must hasten to defend
I find it funny that people seem uncomfortable with facts like this. It's not emotional or bad behaviour, it's simply the rules. Everyone has to work within the law and the rules and it turns out that the law and the rules provide an ideal time for resolving such disputes - pre IPO or pre acquisition.
I'd be pretty uncomfortable with a senior manager or CEO who didn;t understand things like that - it means either that they will get caught out, or will not know how to win when the time comes to win.
If you truly believe you have not been treated correctly, and presumably that is the reason you are bring up the dispute, then the timing is just a tactic in dealing with the behavior of others. The timing might be the only way you can get your dispute resolved.
If you are pushing false claims then timing is just one more step in your unethical behavior. Liars aren't ethical in the first place.
Please don't do this on HN. Personal attacks aren't allowed here, regardless of how much of a dick someone seems.
Not sure why pointing this out makes me not a good person to found a company with.
I have separated from a co-founder and I made damn sure we had an agreement in writing defining the terms of the separation. Didn't take much, no lawyers, just a one page agreement, three people each with a copy, all with signatures. All still good friends.
I don't think it's fair to judge the ethics of a person by how nicely they respond to being screwed over.
But, since we don't really know all the facts, if this was a mutual parting of ways, then I agree that it's a terrible thing to do.
The bottom line is we really don't know what happened. I can at least see how a reasonable person could walk this path if they feel they've been maligned.
It's that "rightfully yours" bit that really bothers me. Where does that come from and why is it so obviously rightfully yours? It takes some gumption to assume you're in the right. This land is rightfully mine because I bought it from someone else who genocided a people, but okay great, it's rightfully mine, I feel super great about it.
The one's filing them and demanding what's rightfully theirs are selfish, the one's not filing patents are less selfish.
Obviously, one should act in their own self interest and use the law to it's fullest extent, not consider the social consequences of being a dick.
Good luck sir.
You seem to be certain one side is looking out for their self interest much more than the other, which you have no way of really knowing because you are just another person commenting on a discussion on the Internet.
Unless you are personally involved in this matter, and know more than what has been publicly reported so far? And even then, how would we know you are not being biased in your judgments by your involvement?
Ya'alls notion of "rights" is pretty disturbing to me.
Which is a coherent, defensible position. Sounded like you were selectively accusing one actor in this dispute as the "greedy" one, which I think is why you got so much push back on your comments.
If money is your goal great, more power to ya, but I'm gonna call you a dick and not want to work with you.
What do you need a reward for at all?
Why are you trying to build something?
By my standards, your motivation matters a lot, it sounds like you think people deserve rewards for doing things, I don't think that makes very much sense. Gold star you did the right thing, bullshit.
I'd want my cofounder to think through how somebody with legal leverage over our company would act. You should want that too.
That sounds like condoning exploitative behaviour to me. Is that the sentence we are both talking about?
And if you're the disgruntled co founder, this is your most opportune moment to extract maximum equity value for yourself.
What I don't understand is, if a company did this to another company, people are all like 'yeah, that's how the market works', but when a person does it to a person, they're all like 'you're heartless and not playing nice'. Why the hypocrisy?