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Startup crisis. Dorm room style.

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Re: Startup crisis. Dorm room style.

#51

Post by edw519 »

menloparkbum wrote: post #47
edw519 wrote: post #43

OK, let me see if I got this right... Your roommate is paying you to do his homework and In order to "earn" that money, you're providing him with work that was already done before. Am I the only one who thinks there is something fundamentally wrong here? This thing was f*cked up before it started and needs to be terminated. Now. If your roommate is in college to learn something, leave him alone and let him learn. If…

I sort of agree with your sentiment but... I could be wrong, but this is for a film school (or at least film course) and this sort of thing happens all the time in film school. Cuz everyone in the film industry expects to get paid (except for the interns) and you might need a pro to help you out on a project.

OK. I didn't know that film school operated under different morals from everyone else. I guess that's Hollywood!

Re: Startup crisis. Dorm room style.

#53

Post by dkokelley »

First off, a written contract is not required for your initial agreement to be valid. Do not sign the written contract unless it has only the same terms you agreed to in the verbal agreement.

Basically, you must complete your original verbal agreement, or his lawyer father may come after you for breach of contract. You do not have to enter into any other contracts. If he (or his dad) don't like this, ask them if they will cancel the contract, in which case you're off the hook completely.

If you want to be a part of this venture beyond your original agreement ($400 for the contract work), come back with your own proposal (ideally, a co-founder size equity stake).

It makes sense for you to get a co founder position, since it appears that you are the only one who can create the site, plus they will need someone to keep up the site and implement changes as they need them.

The downside is that from what I can see this person might not be the best choice for a co founder. Especially if he undervalues the need for a technical co founder on a "web 2.0ish" startup. The upside is that you do have access to an inexpensive lawyer.

Re: Startup crisis. Dorm room style.

#54

Post by DmitriLebedev »

Xichekolas wrote: post #39
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 th…

The contract, I suppose, was a standard one from a laws/contacts database. So don't worry much about the layer father.

It might be that father has told the son what is best to do (to buy all the rights for the copyrighted material), and the son trusted father's authority.

I don't know if in your country a vocal contract has any power. Right now you can prove that this material is under your copyright, but he can't prove that he payed you for _all the rights_. So in my legislation system you'd still have 100% of control over the situation.

Re: Startup crisis. Dorm room style.

#55

Post by jcl »

jdavid wrote: post #27

lawyers charge $150-thousands of dollars per hour. For you to get legal council on this would require an expense of more than $400. If they want you to sign a 17 page legal document, ask for 17 * $650 an hour for your lawyer to read it and give you advice. I think they will get the point! And then you can all go, get a beer, and discuss some reasonable terms like everyone else suggested.

I like this solution, as it sends a message to the roommate that contracts represent an escalation. The verbal agreement was made with the assumption that there would be no need for legal fees. By introducing contracts, the roommate has changed his side of the bargain, so the bargain needs to be renegotiated.

For a dormroom friendship price, he should get a dormroom friendship product. The contract indicates he is expecting a professional developer product, so he should expect to pay a professional developer price.

Re: Startup crisis. Dorm room style.

#57

Post by jcl »

trevelyan wrote: post #49
jmacd wrote: post #10

You agreed to work on this as a contractor, for pay. You aren't being taken advantage of if you agreed to a price ahead of time (cap or no cap). Just because they have a good idea doesn't mean you have to be involved, there will be other great ideas that come your way as well. And hell, if this is successful, believe me: you don't want to be in business with the kind of guy who a) goes to his father for help on such…

Totally agree. You need to be true to your word. If the project has any future beyond the prototype, your friend would be crazy not to ask you to stay involved. The time to discuss compensation and risk is then. If you want something to happen, do a good job with the project and make your partners excited by the prospect of doing more.

However, being true to his word needn't include signing anything.

Re: Startup crisis. Dorm room style.

#58

Post by michael_dorfman »

briansmith wrote: post #45
michael_dorfman wrote: post #41

Earlier quoted context omitted.

It's not at all clear that this is a work for hire, in the absence of a contract-- he's not an employee, and the relationship is vague. I recommended paying back the money paid so far, so as to defuse any potential "work for hire" claims.

You cannot legally undo an agreement just by returning the profits you received under it.

Correct. But there's not a clear legal agreement here. Returning the profits (which are minuscule in this case) simplifies matters substantially.

Re: Startup crisis. Dorm room style.

#59

Post by dpapathanasiou »

menloparkbum wrote: post #40

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 wo…

YOU own all the rights to the code, since you created it - even if they paid you.

Are you absolutely certain of that?

I'm not an attorney myself (nor am I trying to be flippant or argumentative), but it seems the combination of verbal contract, his continuing to do the work specified by his roommate, and his acceptance of payment may create problems for the O.P.

Lawyers are assholes - DON'T let him bully you into signing anything.

Very true: standard legal M.O. on the first contract document is to try to get away with anything.

I.e., they will expect you to push back and remove some terms (and if you don't, that's a bonus win for them).

Re: Startup crisis. Dorm room style.

#60

Post by menloparkbum »

dpapathanasiou wrote: post #59
menloparkbum wrote: post #40

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 wo…

YOU own all the rights to the code, since you created it - even if they paid you. Are you absolutely certain of that? I'm not an attorney myself (nor am I trying to be flippant or argumentative), but it seems the combination of verbal contract, his continuing to do the work specified by his roommate, and his acceptance of payment may create problems for the O.P. Lawyers are assholes - DON'T let him bully you into sig…

Yes, I am absolutely certain. I am not a lawyer but I was an independent programmer for 6 years and successfully resolved 3 disputes over IP in my favor.

Most programmers want to avoid any sort of conflict and confrontation, especially with lawyers. You're correct in assuming that this may create problems. The potential problem in this situation is that the lawyer dad is going to be an asshole and try to intimidate the programmer. This sucks, and the programmer should maybe back out of the project if he wants to avoid this.

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