Hacker News Board Hacker News, browsed like a classic message board
Live data from Hacker News

Are these founders trying to screw me?

news.ycombinator.com

Post reply on HN
Print view View original

31–40 of 66 posts

Re: Are these founders trying to screw me?

#31

Post by readyrnot »

bigthboy wrote: post #19
readyrnot wrote: post #5

Earlier quoted context omitted.

it is a good idea ... in a perfect world this sounds ideal :)

As it works here in the US, you can take anything you've personally wrote and go your own way with it unless the following exists... You've signed or >>cleary In a situation like this, if the idea is stellar enough (and you understand it enough) that you could do the idea without them and it would likely be successful, I would take it and form your own company, potentially file for patents on anything new, and look i…

They have filed a provisional patent and this is an interesting point. Again however I've not been paid ever for anything. Never at any point have I declared that I would relinquish ownership of the code. The recent one sided contract they gave me had these terms in there. I obviously didn't sign that.

Re: Are these founders trying to screw me?

#32

Post by readyrnot »

maxklein wrote: post #26

Tell them that you are going to stop working till this issue is cleared up, and that if they decide to stop working with you, you will revoke all rights to the code you wrote for them through a court order, and that the business will fall through because of legal considerations. Things will happen fast then. Otherwise, you just go get another job. You have nothing to lose that you have not already lost, they have eve…

I have threatened this several times to which the founder freaked out and begged me not to stop. It's at a critical point. I believe mostly they are just trying to intimidate me. It's now come to a point where I absolutely can't trust them and I'm going to stop providing code until I get what I want. I believe you're right, when I threaten to stop things will happen rather quickly in my favor.

Re: Are these founders trying to screw me?

#33

Post by readyrnot »

Stabback wrote: post #15

Do not trust the internet for legal advice. Talk to your lawyer and see what they think is right/in your best interests.

I am actively engaged with a lawyer who knows about equity deals. He and I agree and our position is to find out what's in the stock agreement without signing anything first. I just keep getting the runaround which is "oh you have to sign this nda / contract first and then you get your stock agreement". As my lawyer says "I'm gonna call bullshit on that".

Re: Are these founders trying to screw me?

#34

Post by almost »

readyrnot wrote: post #32
maxklein wrote: post #26

Tell them that you are going to stop working till this issue is cleared up, and that if they decide to stop working with you, you will revoke all rights to the code you wrote for them through a court order, and that the business will fall through because of legal considerations. Things will happen fast then. Otherwise, you just go get another job. You have nothing to lose that you have not already lost, they have eve…

I have threatened this several times to which the founder freaked out and begged me not to stop. It's at a critical point. I believe mostly they are just trying to intimidate me. It's now come to a point where I absolutely can't trust them and I'm going to stop providing code until I get what I want. I believe you're right, when I threaten to stop things will happen rather quickly in my favor.

Don't just threaten, do. How long can it really take them to just give you the stock options? Especially when they realize they're screwed if they don't.

Re: Are these founders trying to screw me?

#35

Post by maxklein »

readyrnot wrote: post #32
maxklein wrote: post #26

Tell them that you are going to stop working till this issue is cleared up, and that if they decide to stop working with you, you will revoke all rights to the code you wrote for them through a court order, and that the business will fall through because of legal considerations. Things will happen fast then. Otherwise, you just go get another job. You have nothing to lose that you have not already lost, they have eve…

I have threatened this several times to which the founder freaked out and begged me not to stop. It's at a critical point. I believe mostly they are just trying to intimidate me. It's now come to a point where I absolutely can't trust them and I'm going to stop providing code until I get what I want. I believe you're right, when I threaten to stop things will happen rather quickly in my favor.

Tell them that you want a handwritten promise of what you agreed upon verbally. No specific details, just a simple hand written promise at this moment, with a specific 3 or 4 week deadline to make this formal. If they say no, you tell them that they are acting in bad faith, and that you are going to stop work immediately.

An agreement is an agreement - if you have emails or chat messages or so on, that's already a contract.

They have a choice - give you something handwritten now or they lose their developer at the point where they are about to close a deal, which is a really bad time. They will tell you that this is the wrong time to apply pressure, but for you, this is exactly the right time. This is when they are most vulnerable because the deal could fall through, so this is your best chance to get this through.

When they have investment, how useful do you think you will be? They will just get rid of you and hire someone new.

Re: Are these founders trying to screw me?

#36

Post by _ecga »

noonespecial wrote: post #16
volida wrote: post #10

I am surprised you've been waiting for a year. You should already agree and demand they give you the percentage they promissed. It's OBVIOUS they are trying to screw you. "I've been working for a startup" Did you get paid for the work you did? If no, then probably you still own the code. Check that with your lawyer. In case you decide to leave now will you still own the code? If yes, then you know what to do.

Did you get paid for the work you did? If no, then probably you still own the code. This is really good advice here. So many people miss this one. I wish it had more upmods. When people try to screw you like this they usually rely on keeping everything as vague as possible, hoping to get as much out of you as they can and then stiff you in the end. This vagueness cuts both ways. If there was no written agreement and…

You should really talk to a lawyer about this. Oral agreements can be binding and enforceable. If this project is big enough that the founders would actually fight you, then you definitely should not assume that no written agreement equals no deal. Unfortunately, the short answer is that it's complicated.

Re: Are these founders trying to screw me?

#37

Post by _ecga »

dkokelley wrote: post #25
rksprst wrote: post #20

Earlier quoted context omitted.

It doesn't matter if there's a written contract... if you are working on a venture together with some sort of verbal understanding, in California (I'm assuming in the rest of the USA too) that is just as legally binding as a written contract (At least according to the two lawyers I've talked to... you should obviously talk to your lawyer about your options as circumstances may be different).

I'm pretty sure what you say is correct, which means that the verbal agreement for equity also holds. It follows that if no equity is given, the contract is breached and the code can be taken elsewhere.

Not so clear cut. You would need to be very careful if you tried to pull this. Look at the facts he explained. The investors are just coming in now, and the founders are saying that the stock agreement depends on the investors' lawyers. That's actually pretty reasonable in a situation where you have a bunch of inexperienced founders getting money from experienced investors. The investors might force the founders to agree to different terms in their own stock agreements as well. It's not at all clear that the founders have breached anything yet. If he was to take the code elsewhere, that act could actually be considered the breach.

Re: Are these founders trying to screw me?

#38

Post by pmorici »

furiouslol wrote: post #27
pmorici wrote: post #7

Are you getting paid a salary for this work?

Would it weaken his position if he is well paid for his work?

I think it would weaken his position significantly if he were paid... http://www.ieeeusa.org/members/IPandtheengineer.pdf Check out page 5. If you are an employee of the company the company clearly owns your work. If you aren't getting paid though and there are no other agreements covering your relationship... ...You could argue you were never employed and your work still belongs to you.

The other big question would be whether or not you used employer resources in a significant way.

Re: Are these founders trying to screw me?

#39

Post by _ecga »

readyrnot wrote: post #31
bigthboy wrote: post #19

Earlier quoted context omitted.

As it works here in the US, you can take anything you've personally wrote and go your own way with it unless the following exists... You've signed or >>cleary In a situation like this, if the idea is stellar enough (and you understand it enough) that you could do the idea without them and it would likely be successful, I would take it and form your own company, potentially file for patents on anything new, and look i…

They have filed a provisional patent and this is an interesting point. Again however I've not been paid ever for anything. Never at any point have I declared that I would relinquish ownership of the code. The recent one sided contract they gave me had these terms in there. I obviously didn't sign that.

I think you might be over-reacting to these provisions. It's entirely normal that you sign over ownership of the code to the company in exchange for your equity. That's in every form stock agreement. Are you using an experienced startup lawyer? It sounds like maybe you are not. You don't need a big fancy law firm, but you do need a lawyer who is very familiar with startups and standard terms. You should confirm that your lawyer has worked with many clients who have negotiated with startups.

Re: Are these founders trying to screw me?

#40

Post by readyrnot »

_ecga wrote: post #39
readyrnot wrote: post #31

Earlier quoted context omitted.

They have filed a provisional patent and this is an interesting point. Again however I've not been paid ever for anything. Never at any point have I declared that I would relinquish ownership of the code. The recent one sided contract they gave me had these terms in there. I obviously didn't sign that.

I think you might be over-reacting to these provisions. It's entirely normal that you sign over ownership of the code to the company in exchange for your equity. That's in every form stock agreement. Are you using an experienced startup lawyer? It sounds like maybe you are not. You don't need a big fancy law firm, but you do need a lawyer who is very familiar with startups and standard terms. You should confirm that…

all my lawyer did back in the day was structure equity for Internet companies. He worked for one of the top firms. Trust me this guy is an ace in the hole. He like me is worried these guys have lied before and are doing it once again.

Were not asking for anything outrageous, we just want to know what is In the stock agreement. When you're told sign here and well tell you by those that have lied multiple times, that is the problem

Post reply on HN