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Startup crisis. Dorm room style.

news.ycombinator.com

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Re: Startup crisis. Dorm room style.

#81

Post by SwellJoe »

sfk wrote: post #48

I don't understand two things: a) If the film school is a college, couldn't your roommate get expelled for cheating? b) Would not the college own the IP anyway?

"b) Would not the college own the IP anyway?"

Only if OP were employed by the school for the creation of that IP. University research grants often have a commercialization clause in them that requires some involvement of the school in the event a product results from the research...but independently funded projects certainly do not fall into this category.

Re: Startup crisis. Dorm room style.

#82

Post by cstejerean »

brlewis wrote: post #63
dpapathanasiou wrote: post #59

Earlier quoted context omitted.

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…

His acceptance of payment / verbal contract amounts to him granting license, not transfer of copyright. You don't have to take anybody's word for it. Most of title 17 is reasonably accessible: Ownership: http://www.law.cornell.edu/uscode/17/usc_sec_17_00000201----... See especially the definition of "work made for hire" here: http://www.law.cornell.edu/uscode/17/usc_sec_17_00000101----...

I'm a little confused

A “work made for hire” is— (1) a work prepared by an employee within the scope of his or her employment; or

I read that as: if someone hired you to write some code for them, then the code you write seems to be work made for hire, in which case they own the copyright.

Re: Startup crisis. Dorm room style.

#83

Post by cstejerean »

jfornear wrote: post #74
trevelyan wrote: post #49

Earlier quoted context omitted.

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.

I'll do this, but I still own the prototype, right?

Let them own the prototype, they are paying for it after all (however little that might be). It shouldn't be hard for you to completely rewrite the prototype if you want to go forward with the idea yourself (after all you're talking about 20 hours of initial work, and chances are the rewrite will be much faster and of much higher quality).

Re: Startup crisis. Dorm room style.

#84

Post by mironathetin »

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…

Good points, only that I would flip sides. Your roommate had an idea, great, but not worth a dime unless he is able to do something with it. Obviously he isn't. He even screwed up the project before it has started and his attitude doesn't look like this could be a successful and trusty partnership. But trust is a must for a venture. His attorney dad will go on trying to hijack the rights from you. The longer you work with him, the more you increase his chances of success sometime.

I"d take the money you have already earned, find a cheap lawyer and make sure who is the owner of the code. If its you, take it and find another partner. If its him, give it to him and rewrite it on your own with a partner you can trust. Your roommate has to find another programmer or do the work himself. If I understand you right, it is work for his classes.

Doesn't he risk his grades, if it turns out that he has payed someone to do his college work? If that is so, he is in your hands. Ask from him whatever you want.

Re: Startup crisis. Dorm room style.

#85

Post by melvinram »

jfornear wrote: post #71
melvinram wrote: post #62

I don't think your roommate is being malicious. He probably told his dad about the project and his dad being the lawyer that he is, said "hey, have him sign this contract." And because it was a 17 page contract, your friend didn't even read it. I would have an open & honest conversation with him about what your vision is for the software and what expectations you have for compensation, including equity. If you can't…

You're right, my roommate hasn't read the contract. I'm really just scared of his dad because I don't know what he's thinking.

Sounds like a straight talk is definite in order. Once your roommate is on-board and you've got a simple contract done, have a sit down talk with his dad. He may be a great asset in the future. Don't burn that bridge.

Re: Startup crisis. Dorm room style.

#86

Post by p_alexander »

cstejerean wrote: post #82
brlewis wrote: post #63

Earlier quoted context omitted.

His acceptance of payment / verbal contract amounts to him granting license, not transfer of copyright. You don't have to take anybody's word for it. Most of title 17 is reasonably accessible: Ownership: http://www.law.cornell.edu/uscode/17/usc_sec_17_00000201----... See especially the definition of "work made for hire" here: http://www.law.cornell.edu/uscode/17/usc_sec_17_00000101----...

I'm a little confused A “work made for hire” is— (1) a work prepared by an employee within the scope of his or her employment; or I read that as: if someone hired you to write some code for them, then the code you write seems to be work made for hire, in which case they own the copyright.

I think this is not a work made for hire because it was done on contract rather than as an employee. From PubLaw (http://www.publaw.com/work2.html)

"But if the creator of the work is not an employee, but instead a freelancer, than the "work made for hire" requirements of the independent contractor prong must be satisfied. This means that the work must be specially ordered or commissioned by the publisher, the work must fall into one of the nine enumerated categories of work, and there must be a signed writing between the parties where they agree that the work will be considered a "work made for hire."

Re: Startup crisis. Dorm room style.

#87

Post by mikkom »

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…

For me the point here is not that he has a lawyer. The point is that he has a free, totally devoted lawyer. And that is scary.

Re: Startup crisis. Dorm room style.

#88

Post by jdavid »

streety wrote: post #68
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'm not an expert on copyright law. Not in my own country and not in the US (those $s were US$s, right?). Having said this in these ~60 comments you probably have at least 10 different opinions and everyone seems to KNOW that their interpretation is right. Assuming half of the people here actually know what they're talking about then this is clearly insanely complicated and you need professional help. As such my vote…

streety, my point was to point out the irony of the situation to his roommate, i am sure they will work it out.

This film class seems like a great class, both of them are learning something. I also think that the roommates father is trying to teach him something, and its up to our young entrepreneurial hacker friend here to offer some learning back.

My parents have gotten involved in a similar way to our YC friend's roommate, and the only thing it did was make things more complicated. Yes I learned about contracts at an earlier age, but what my folks should have been teaching me was that I WILL HAVE THOUSANDS of great ideas, its not the idea that is important, its the ability to follow through on it. I fear that this 17-page contract has already jeopardized that.

I don't think any of the parties involved here should be trying to put all of their eggs in one basket. Their goal should be about fostering the relationship, if this project turns out better than a failure, then the next one has an even better chance of succeeding. I think the goal here is to try to learn as much as you can about building business relationships, and not about the project. I still do business today on handshakes, and sometimes, i move to a contract, but it all depends on the intended length of the relationship.

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