Ask HN: Breaking up with Cofounders. Next steps?

[throwawaydan]

Background: I’m technical, both of my cofounders are not. I wrote 100% of the app / and marketing code. The plan was for me to finish the product and have them sell it. I finished the product months ago and they’ve only managed a handful of sales (all but 2 of the sales I closed). We have an LLC formed, but I haven’t signed anything.

Neither cofounder will put more time in the company while I’m left doing all of the programming and marketing and sales. I’m planning on quitting.

My question: Can I start a similar app and compete? I would write all the code from scratch and wouldn’t take a single line of code from the old project. Is this legal? I have good relationships with several of our customers and they would probably follow me to a new company. Is this an issue?

I’m planning on talking to a lawyer as well, I just wanted some additional input first. Thanks for your help.

[EdwardMSmith]

If you're sure that they're pretty much ineffectual, how about proposing that each of you own a license to the software as it currently exists, and can continue to build a company on it - with perhaps a clause that the software cannot be sold or licensed to a 3rd party for some time period - a year or so.

Opens you to possible competition, but could head off litigious issues.

[hoodoof]

I did this when a cofounder and I decided to finish our collaboration.

We each got a license to use the software in any way we wanted at all and committed to making no claim against the person for anything in the future.

We had several domain names. One of us made two lists, each list containing half the of the total domain names that we owned. The other chose which half they wanted.

And you know what happened? He did nothing at all with any of the code or domains, and I built a new project with one of the domain names and it failed. I did nothing with the code.

We're good friends today.

[throwawaydan]

Thanks Edward. This is a great idea. I'll explore it further.

[ryduh]

Did you sign an agreement saying that the code you have written is owned by the LLC? By your statement that you haven't signed anything my thought is no. Which means you still own the code & the IP.

[throwawaydan]

I have not signed anything. I was just assuming I'd need to rewrite to be safe, but perhaps not?

[ryduh]

Coming at it from a different angle, what claim do the other owners have on your code? You own all code you write unless you do it under a work-for-hire agreement or have assigned ownership under an agreement like this one: https://www.upcounsel.com/intellectual-property-assignment-a...

Talking to a lawyer will be your best bet though.

[throwawaydan]

Like I mentioned above I have NOT signed any agreement. I'm working on meeting with a lawyer now.

Thanks for the input!