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My business partners and I do not have a contract to do business together. I no longer want to work with them, but I want to continue developing the business idea. How can I properly disengage from the business partnership without a lawyer?

  • I've been developing a business idea and I recruited two people to help me on my projects. They are neglecting their responsibilities and have only been able to advise me sporadically. I'm the only one to have invested cash into the project. I've been developing the websites, the procedures, legal agreements (for our users), etc. and they give me their feedback on the tasks I complete. They do not complete their tasks, and if they do, it is very poorly executed. In other words, my expectations have not been met - they try to talk the talk, but cannot walk the walk.  In the beginning, we agreed to split the equity evenly 33% per person. Clearly, I'm at a huge loss. I did this because one of the guys led me to believe he had generated sales of $25M+ for one of the first Android tablets, the Gentouch. To this day, he can't prove this to me so I'm very skeptical. The other partner is a friend of mine that eagerly wanted to work with me since college days. He invested funds into previous projects but they never went anywhere. I was hoping that an equal partnership would motivate everyone to do their job. This is simply not the case. So, in terms of intellectual property, I own the domain name, website files, etc. for this new business idea since it is all under my name and bank account (we're spending my funds for this new business idea). We have not incorporated so there aren't any contracts linking my partners to this business idea. We did, however, create a separate corporation that we thought would be good to use as a parent/shell company. It's basically a name with no product/service. My projects are in no way linked to this company so I should still remain the owner of my ideas. I'm about to have a meeting with my business partners because I want to disengage from the partnership. I will continue to develop my business ideas, using some of feedback/advising I got during our time together. I believe I may have to present them with an ultimatum: since they don't want to be responsible partners, maybe they'd like to fund the project instead. If they do not want to invest, then I don't see why they deserve any equity. They have already proven to me that they will not be able to fulfill their roles in our partnership. They are free to develop the idea on their own, which does not concern me, unless they try to steal some of the ideas (such as the company name, procedures, legal contracts, etc.). I've come up with the revenue model, the business plan, the billing procedures, customer management strategies, etc. -- I could honestly do this on my own, but they validate my convictions, which helps me move forward with confidence.  I will eventually have a lawyer to sever all loose ends, but I'd like to ask the Quora community if they have any suggestions. How can I properly disengage from the business partnership without a lawyer?

  • Answer:

    What you have is a mess. If you truly wish to walk away from the business and have nothing further to do with it, you can probably disentangle yourself without a lawyer, but you may be at a little risk down the road for any unpaid debts and liabilities.  But if you wish to keep going with any part of it, you need a competently drafted agreement for them to leave the partnership.  The two red flags I see at the start are that your expectations about owning the business name, bank account, your ideas, code, IP, customer agreements, etc., because they are in your name are not good assumptions.  The second is that without a lawyer with some good business perspective there's no way you can cover all the potential outcomes.  Without an exit agreement they could lie in wait, let you invest all the money and spend the effort, and then hit you for a claim of 2/3 of your company after it succeeds.  You're going to have to disclose this to any future partner or investor so it could kill your chances whether or not the threat surfaces.  They'd likely make you clean it up as a condition of investing, and the cost of lawyering it and paying them off will certainly go up when there's a sign of money. Practically, you're going to have a tough talk with your partners and lay an ultimatum.  Unless they leave, you will leave and dissolve the partnership.  They won't be able to succeed without you so it is of no value to them.  If they do leave on good terms you can offer them a little bit of cash, or a small residual interest in the company, or whatever makes some sense.

Gil Silberman at Quora Visit the source

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Other answers

Given that you say you're going to have a lawyer eventually sever the loose ends, I'm not sure why you're not willing to have a lawyer do the work to ensure that all the I's are dotted and T's crossed on any initial work to separate yourself from the rest of the business. That said, if you really want to risk doing this yourself, it's not that difficult.  You just need to write up an agreement that outlines the process and the ongoing relationship between you and the other partners.  And, of course, whatever monetary compensation - current, ongoing, or pending, that you expect to pay them for "cutting them out" of the business.  Even though you don't have a written contract, it sounds as though there's at least an oral contract to split everything three ways.  They're undoubtedly going to expect something in return for giving up their continued interest (whether it's enforceable is another question entirely). Seriously, though - you're trying to pull yourself apart from a business relationship while keeping everything that's reasonable worth value to that business.  You should lawyer up immediately, and expect that they will (or at least may) do the same.  This really isn't the type of situation that I would ever suggest or advise someone to take on alone or pro se.This answer is not a substitute for professional legal advice....

Cliff Gilley

Cliff is right that you could theoretically write up an agreement where they agree that they have no rights in what you've created and that everyone is fine competing with each other... but if you're worried that everyone else won't agree--and worse, that they might get lawyers and try to make a land grab for what you've developed already--then going it alone might result in you (a) getting badly surprised, and (b) needing an emergency lawyer, which is bad because it'll probably cost more and you'll have less time to evaluate lawyers to find the right one for you. If I were in your shoes, I'd get a lawyer right now to sort things out.  The biggest concern I would have if I were you is the fact that you have an oral agreement to split things three ways.  That oral agreement may be enforceable, so if I were you, I would be taking my time right now with a lawyer to find the best strategy to get what you want while the other two people in the group are blissfully unaware that you're doing anything. If you tip your hand, and one of them gets a lawyer, you're going to be worse off.

Joe Emison

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