Startup crisis. Dorm room style. • Hacker News Board

Re: Startup crisis. Dorm room style.

#31

Post by okeumeni » Thu, May 08, 2008, 2:06 PM UTC

STOP WORKING!

Legally, you’re not well off here: taking money is an implicit acceptation of the contract.

Technically he needs your help since the project is still in its infancy.

Talk it out with your friend; proceed with a friendly conversation. Offer to give back the money, explain the possibilities of being together in this project and go for at least 50/50 equity with respect to the fact that you made a mistake. Mainly don’t be apologetic, at the same time don’t look down on him and avoid as much as you can the lawyer dad during the discussion. He has as much to lose as you do.

Re: Startup crisis. Dorm room style.

#32

Post by menloparkbum » Thu, May 08, 2008, 2:25 PM UTC

briansmith wrote: post #24

michael_dorfman wrote: post #12

First: recognize that you made a mistake here. Accepting the money without a contract is only going to confuse things. Pay the money back, (borrow from the First National Bank of Mom and Dad if you have to). While doing so, tell Roomie (and RoomieDad) that you want equity. Explain that you like the idea, and think you have a lot to contribute. Also explain that if they're not interested in giving you equity, that's c…

That is his money, not theirs. He doesn't need to pay it back to demand changes to the agreement (equity or otherwise). And he gets nothing if he gives it back. Since he did the work for hire the IP rights belong to the partner, not to him. At least, he doesn't have the ability to win a court case there due to the mismatch in legal representation. Again, do not let the dad write even one word of the contract. Signing…

Completely wrong. In the absence of a contract that explicitly states otherwise, the IP rights belong to the programmer, not the partner.

Re: Startup crisis. Dorm room style.

#33

Post by mechanical_fish » Thu, May 08, 2008, 2:29 PM UTC

mikkom wrote: post #13

Don't work with this guy. He's trying to take advantage of you. If his dad is a lawyer, you are going to be in a trouble if you actually get into some kind of a disagreement with the guy. He can say that you did in fact have a verbal agreement and that he showed you the papers and you agreed. $400 is very, cery little money if there is a possibility of legal fight involved and by giving you the contract he has laread…

Yes. Do not work with this guy. Just stop, now.

It's just not worth it. There are other ideas in the world. There are other art students. There are certainly better paying, more deserving consulting gigs. Just bail now, before you kick yourself later for not bailing sooner.

If you need a list of creative excuses I'll offer a few:

-- One of your pet goldfish died and you can't work while you're in mourning.

-- You've converted to a new religion in which the Sabbath runs from Monday to Saturday. You could work on Sunday, but that's when all your homework needs to be done.

-- You need money to finance your expensive drug habit, so you got another gig that pays $150 per hour. Unfortunately, it takes up most of your time.

-- Walk around in public with one arm in a sling. Claim, sorrowfully, that you can't type anymore. Bonus points if you switch the sling from arm to arm every other day.

Re: Startup crisis. Dorm room style.

#34

Post by menloparkbum » Thu, May 08, 2008, 2:34 PM UTC

nkohari wrote: post #19

musiciangames wrote: post #4

Earlier quoted context omitted.

rms, why do you think jfornear will need to recode? (S)he hasn't signed over the copyright, and there is no mention of it having been discussed in the verbal agreement. And the bulk of it was copy and pasted. The 'customers' cannot copyright the idea, although they may have explicitly stated that part of the discussion consisted of trade secrets. This is rather different from the Facebook case, where there was pre-ex…

IANAL, but it sounds like it's work-for-hire. If you pay someone to do work (particularly by the hour), it's my understanding that they own the intellectual property you generate.

Unless explicitly stated otherwise in a written contract, the IP rights belong to the creator (programmer in this case), not the employer.

http://en.wikipedia.org/wiki/Work_for_hire

Re: Startup crisis. Dorm room style.

#35

Post by menloparkbum » Thu, May 08, 2008, 2:42 PM UTC

Don't sign the contract. According to U.S. copyright law, YOU own all the code unless you sign something that explicitly states otherwise. The lawyer dad knows this, which is why he sent you a 17 page contract.

Re: Startup crisis. Dorm room style.

#36

Post by menloparkbum » Thu, May 08, 2008, 2:45 PM UTC

greyman wrote: post #9

I would just continue without signing the contract (as long as he pays) and wait some more time how things turns out.

Unfortunately, the most sensible answer has the most downvotes. The programmer owns all the IP in this situation, and has the most bargaining power if he simply continues on without a contract.

Re: Startup crisis. Dorm room style.

#37

Post by projectileboy » Thu, May 08, 2008, 2:50 PM UTC

Dude: Just... walk... away. Seriously. Say thanks, and sorry, and just walk away. Forget the website, forget the awesome idea. Just do your best to salvage the relationship with your roommate, and walk away, or you are absolutely, positively going to be walking into a burning train wreck.

Re: Startup crisis. Dorm room style.

#38

Post by briansmith » Thu, May 08, 2008, 2:51 PM UTC

menloparkbum wrote: post #32

briansmith wrote: post #24

Earlier quoted context omitted.

That is his money, not theirs. He doesn't need to pay it back to demand changes to the agreement (equity or otherwise). And he gets nothing if he gives it back. Since he did the work for hire the IP rights belong to the partner, not to him. At least, he doesn't have the ability to win a court case there due to the mismatch in legal representation. Again, do not let the dad write even one word of the contract. Signing…

Completely wrong. In the absence of a contract that explicitly states otherwise, the IP rights belong to the programmer, not the partner.

http://en.wikipedia.org/wiki/Work_for_hire

Re: Startup crisis. Dorm room style.

#39

Post by Xichekolas » Thu, May 08, 2008, 2:54 PM UTC

briansmith wrote: post #22

Don't be afraid of the lawyer dad. Keep in mind that lawyers want to make things complicated so that only they understand them. (That is not really true, but it saves time to think that way.) They made you an offer. You rejected it, smartly. Now it is time for your counter-offer. You already mentioned several downsides to their offer (you can't understand it, no equity, too low pay, probably lots of personal liabilit…

All excellent points. You do have all the leverage here, not film student guy.

> Personally, I still wouldn't take the deal because it sounds like your "partner" is adversarial.

This is what stood out most in my mind as I read the OP. I wouldn't go into business with anyone that I didn't trust like my own brother. If he is trying to make you sign some 17 page contract as a college kid, imagine what would happen if there were ever any real money to divvy up.

Re: Startup crisis. Dorm room style.

#40

Post by menloparkbum » Thu, May 08, 2008, 2:56 PM UTC

Um. There is some really bad advice in this thread. In fact, nearly everyone is giving you bad advice and doesn't seem to know anything about copyright law.

First - YOU own all the rights to the code, since you created it - even if they paid you. If you sign that contract, THEY own all the rights to the code.

Second - It is up to you how you want to proceed, but if you want to own the rights to the code, just keep working without a contract.

Third - DON'T involve any other lawyers or write up your own contract or call the school's tech transfer office. This is only going to set up the situation to favor the other guy or the school. Remember, YOU own everything.

Fourth - The lawyer dad knows all of this and that is why he wants you to sign the contract. Lawyers are assholes - DON'T let him bully you into signing anything.