Ask HN: If I leave now does my co-founder own my code?

I had a similar situation once. A friend who was a minor celebrity was supposed to secure some participants for an app idea. We were friends so we didn't make any arrangements upfront (huge mistake).

Come 6 months later, I'd written most of the platform, and he had put in zero effort. He then sent me a contract offering me a generous 10% of the business which also stated I agreed to work without compensation on the idea for 5 years.

I ran. As should you. Your idea is over. Take your code and go home. This individual does not have the ability to implement the idea, so it is dead without you in any event.

The world is full of these vampires. People who don't value the work we do. People who think merely having an idea is more important than being able to bring it to fruition. Has this individual offered to pay you? What was he supposed to contribute? And for god's sake why would you agree to any of this?

In theory, he's going to be doing all of our business development, applying to accelerators and investors, market research, marketing, SEO/SEM, etc.

The problem is that he didn't want to do any of this until we have a platform up and running already, and so far all he's been doing is just meeting with his friends who know a lot about marketing and business development and learning from them about these topics.

Meanwhile, I've been coding the platform the whole time. Theoretically, if we had been aligned the entire time, I would be fine with this, because once I've finished a beta version of the platform I can sit back and relax and let him do all the BizDev/Marketing work. Unfortunately, we lost our alignment on what each of us wants to do with the platform, so I'm leaving now.

Your friend has no clue what they are doing.

SEO, SEM, and reputation marketing has to start, well yesterday.

If he isn't putting up blog posts and developing your venture as one populated by experts it isn't going to get very far.

It depends. IANAL YMMV etc.

If you don't want to do anything with the code you do, you've got two options: 1. sell it to him 2. burn everything.

If you want to do something with the code, and go your own way ... HIRE A LAWYER.

Seriously, your friend could lawyer up and things could get nasty.

In fact if you're considering the first two options, hire a lawyer as well. You might get accused of destroying 'his' intellectual property.

Seriously, HIRE A LAWYER.

You might lose a friend, but you'll at least be doing the right thing by the both of you.

IANAL but, I believe you own the copyright on the code unless, somewhere, you transferred the copyright. This would be true if you were in a corporation or not. Of course, this is why the corporation usually gives you a contract that says that you transfer the copyright of your code to them.

If there is a corporation, you might transfer the copyright to them, but you would ask for compensation.

Speak to a lawyer.

> he told me that he believed the person staying should own everything that was created

That speaks volumes. He had absolutely no skin in the game, and didn't have any actual work to do to make the platform a reality. Why would HE ever leave?

It is pretty much a guarantee that if you got tired of doing the project, he would still own the rights to everything.

IANAL, but I watch a crap ton of Judge Judy... You are, right now, through this post, admitting that you had this discussion and that was the outcome and your continuation of work was "in agreement to his terms". The dumbest thing you could do in a situation like this is document that you guys had agreed to something like that.

You NEED a lawyer, and this post might have done some damage.

Thanks for the advice!

I want to clear up something here that I might have not made clear in the original post...

Neither of us actually agreed to that condition, it was something he brought up when we were going over the founders agreement section about one founder leaving before a company is formed.

I was explaining to him what mutual separation of assets meant, and he told me that he thought the person leaving should give the person staying rights to everything. We ended up disagreeing on this, and we left it in the founders agreement as "mutual separation of assets".

So to be clear, I never agreed to work under those terms, and he never brought it up again, because we both saw a lot of issues with that.

I just wanted to bring it up because I wanted to know what others thought.

So did you guys ever say the person leaving couldn’t also use the code? If not then both of you could use your own copies. If he’s not a dev, what’s he really going to do with it?

With all due respect, I’d be willing to bet that the codebase has close to little value. But your know how and knowledge of the problem/domai does. Worst case, now that you know how to do what you already did, could t you do it over better and faster?

Don't leave ... take control since you're the copyright holder:

1) add a standard source code header with your name, date and location 2) take control of the site 3) send a registered letter that he's in breach of your verbal agreement as a marketing business partnet and explain that you're good friends, but now you're the President, and since he's been ineffective as a business partner, that if he wants to be involved, to show some tangible results within 90 days.

This is a very common situation. Sadly most people cannot articulate Step #3 above, and the partnership breaks up from lack of firm communication.

Cut your losses . I've had this exact scenario happen to me before, a few times actually. I now have a folder of "startup graveyard" on my ext drive. It really sucks from our POV, but at the same time, don't waste anymore of your time with it. Actually the one guy wanted to code, literally sent me an email asking for it. I dont em to take a walk.

If you did not sign anything, form a corporation or have anything written down, then it's an easy one: You can leave with all the code. I don't see how he could win in a court of law without legal documents.

A promise/intent is not enforceable without proper signed documents. However any kind of litigation might cost you.

IANAL: but with nothing signed, it's you're code I believe, since it's your original work.

I suggest looking into copyright law. (This is why contractors must/usually sign "work for hire" clauses, proclaiming that the work is made for the company they're contracting with)

Talk to him about it, tell him what you have told us and that you will pursue the idea without him if he won't contribute or help in any way. The way I understand it is that you made and own everything anyways.