[tptacek]

What's your vesting plan? Please say you have one: if not, you can't safely pivot without your soon-to-be-former partner, because everything you do going forward will be tainted by the partnership.

I have been in legal drama over these issues before. It is not fun.

If your partnership isn't well documented, you should consider walking away from the work, including all the code.

People on HN have talked about how vesting is unfair. But this situation is the problem it protects you from. If a partner refuses sane standard vesting, run, don't walk.

[siegel]

The only concern here is that they likely have a partnership, legally, and each partner owes a fiduciary duty to the other. He can walk, for sure, but my guess is the co-founder will claim he was frozen out and, if OP is successful, will sue for breach of fiduciary duty (and other things).

[tptacek]

My bigger concern would be that he pivots, takes the code with on the pivot, finds success, and 6 years later when he's about to sell his cofounder returns claiming 50% of the proceeds are owed to him.

[siegel]

We're basically talking about the same thing. But, yes, you are 100% correct about the likely danger in trying to use the code in the future. That's why I think the cleanest thing to do (if at all possible), if he wants to make something of this, is to offer the guy a small equity stake in whatever entity is created to do this work and get a release.

I've been involved with lawsuits over the exact type of situation. Maybe the OP could win, but it will be a costly process...

[naivedeveloper]

Thanks for your (and everyone else who has commented here) advise. I think the approach I am going to take is to see if he's willing to sign an agreement to dissolve our partnership, giving me 100% of the company. If he really has just grown tired of it, as I suspect, I think he might do this. If he's not willing I'm going to try some type of buyout, payable once revenues can pay for it. Then I'll offer a small stake as a last resort. If he's unwilling to accept that then I guess I'll just have to quit the company. I really don't want to do that, I've spent so much time on this :( . But I'm also not willing to keep working on it without my fair share of the company; I'd rather start from scratch again on a different idea.