[irq11]

While I think you're probably absolutely correct from a legal perspective, I also think that you're missing the point. This is interesting precisely because the contract is so amateurish, yet it appears that Zuckerberg actually signed the damned thing! As bizarre and weak as the claims may be to a lawyer, to a layman, this is the clearest evidence yet that Zuckerberg was involved in some shady dealings early in Facebook history. And this time, unlike the rich kids involved in the previous dispute, we've got an amateur investor, who can't afford competent legal counsel.

You're thinking like a lawyer, and focusing on the technicalities of the case. Everyone else is taking the contract at face value. If Zuckerberg gets out of this on a legal technicality, it's because he's damned lucky that the contract he signed wasn't written by a better attorney. Frankly, I doubt that most laypeople like the precedent of that outcome.

[pvg]

to a layman, this is the clearest evidence yet that Zuckerberg was involved in some shady dealings

Really? Perhaps to the sort of layman who's already quite convinced 'shady dealings' took place. If someone got some college kid to sign an unenforceable (and certainly ridiculously unfair, from an ethical, if not legal standpoint) contract, how is that evidence of 'shady dealings', rather than inexperience and naivete?

The whole thing seems completely preposterous, I think to anyone who's entered a contract or two. It's hard to imagine the 'everyone' who would take this contract at face value, at least, not the subset of everyone who's ever signed a lease, mortgage or employment agreement and/or has had the most passing consultation with a lawyer about one. The fact that someone with professional legal expertise feels the whole thing is likely preposterous makes it more, not less likely that is the case. To suggest otherwise is to possess an oddly conspiratorial turn of mind.

[grellas]

Any item of litigation will resolve itself based on two major factors: (1) legal technicalities; and (2) what I call "motivating factors."

I upvoted irq11's comment, though I disagree with the conclusion, for flagging this important distinction.

Any lawyer who assesses a case purely on legal technicalities will likely get caught short because all concerned at a trial (judge and jury) will normally be taking a wider view of the case based on their sense of what really happened between the parties, regardless of legal technicalities. If they see someone as a liar, a jerk, a schemer, a shark, or whatever, they will be highly "motivated" to find against that party so long as the law gives them any hook upon which to do so.

That said, my own view tends to align with yours (pvg). As I see it, this thing has "shark" written all over it, and the shark here will likely be seen to be Mr. Ceglia (both because of the heavily lopsided contract terms and because he is opportunistically trying to sandbag FB's shareholders - who clearly are innocent even if Mr. Zuckerberg is not - after lying in wait for many years, a dirty shot by any measure). I could be wrong on this, of course, but I would be quite surprised in this sort of case if someone who did what Mr. Ceglia did here would be viewed sympathetically at any phase of this court proceeding. In other words, I would say that the "motivating factors" for this case would tilt in favor of Mr. Zuckerberg (and Facebook) from the facts revealed so far. Reasonable minds might differ on this (with respect to Mr. Zuckerberg only), and other facts might later be revealed to alter this conclusion, but that is how I see it so far.

Of course, there is no accounting for how people might choose to see this outside of court but I think this tends to confirm my point that many people simply have a desire to see Mr. Zuckerberg get his comeuppance and that is why the reporting comes out the way it does as well.

[irq11]

Your position is as biased as any other -- you're just choosing to focus on Zuckerberg's age, and consequently assume that he was victimized. Perhaps that's true, perhaps not.

When I look at this, I see an incredibly unsophisticated legal agreement. The author of the contract hardly strikes me as a knowledgable player, and I'm not inclined to assume that he ever had the upper hand in a battle of wits with Zuckerberg. In any case, the fact that a contract is poorly written doesn't automatically make me disregard it's intent, and here the intent of the contract is so clear that even Mark Zuckerberg -- innocent babe that he was -- could have understood it.

[pvg]

Right but it's exactly the intent that seems almost predatory, however legally unsophisticated it is. Let's assume, as seems reasonable, that both parties were fairly clueless and acting without the benefit of good professional advice. When you read the contract, doesn't the stuff Ceglia is asking for seem kind of nuts? And not in any technical legal sense, just in general.

[edanm]

On the contrary, this is the kind of precedent I'm happy about, as a (youngish) entrepreneur.

Take me for example. I'm working on my own startup. Eventually, I'm probably going to get funding, and sign into some kind of contract. Now the fact is, I'm no legal expert, and I don't have money to hire a legal expert from day one. The fact that the law makes some contracts unenforceable makes me feel much safer about not entering into any kind of mess that will seriously screw me.

Obviously, this only goes so far. And of course I will pay for actual legal counsel before entering a contract. But anything that society can do to make it easier to start a startup, including things like not having to worry about certain legalities, is a Good Thing, since it makes startups more likely.

[arethuza]

"I will pay for actual legal counsel before entering a contract"

That's easy to say - when it comes down to getting a lawyer to review something or making payroll that months it starts to look a bit trickier - especially when you realize that having a lawyer review something actually only provides a very limited form of protection. Of course, if you have external investors you tend to use lawyers more as you have to be seen to be performing due diligence and, of course, you simply have more money.

[eru]

But if your would-be funders have to think too hard about what kind of contract they can offer you, that's enforcable --- they might not decide not to bother at all with funding you.

[philwelch]

pg: "A lot of startups have some kind of secret about the subterfuges they had to resort to in the early days..."

http://www.paulgraham.com/hackernews.html