Ask HN: How do you run away from a cofounder?

[anon_founder]

I started working with 2 other guys (founder B and C, with A being myself) March of 2012 on an idea that was originally B's. It took us a while but we realized C is a type of guy who just likes the idea of considering himself a "founder" but was not ready to put in any kind of hardwork. We stopped working with C around August, cut off all communications and took away his access to code and the common file/docs repository. We have added tons of code since then, pivoted couple of times (although our current idea is very much identifiable with the original), did some door-to-door sales and talked to customers and iterated on defining the product. His contribution has been insignificant in comparison: a few meetings leading to some design decisions, about 1% of all code (and that is not being used currently), little bit of IP that we are not using currently - that is about it.

All of a sudden, this guy wakes up and contacts us saying he wants to outsource development to some friend of his in India and wants to move this forward. I have moved on since then - my other co-founder B stepped back due to personal reasons and has given me his consent to move forward. I have found another co-founder I'm in talks with and just when things were beginning to roll, I hear from the long-forgotten C. What makes it difficult (or easy?) is we never registered as a formal company nor did we file any provisional patent. The IP is pretty thin and it is arguable whether there is anything patentable there. I fully understand it's all about execution and I have no issues with his running away with the idea and trying to do something - as long as he does not bother me now or later. How can I cut away from this guy cleanly? Would really appreciate any advice you guys may have.

[argonaut]

Before you do what soneca said, consult a reputable, good lawyer with experience in IP/cofounder issues (not a cheap random lawyer). Tell your lawyer everything, your whole story. Don't leave out any detail. Tell your lawyer what you plan to say to cofounder C (i.e. the dialogue soneca suggests you should have), but before having that dialogue ask the lawyer if you should go ahead, and ask the lawyer if there's anything specific you should say, and anything specific you should avoid saying. Do not talk to cofounder C without consulting a lawyer first. You don't want your words to be used against you in the future.

I am not a lawyer, which is why it is imperative that you do consult a lawyer before proceeding in any way.

Right now, since you aren't successful, you don't seem to have anything to lose. But if you guys do gain traction, this problem could come back to bite you if left unaddressed.

[soneca]

There was a solution that you could have used there at the beginning: dialogue.

You should had talked to C and made a clear and objective rupture with him. Not just sneak out, cut communications and access.

But still there is one solution that you can use now: dialogue.

Just call him, said you made of mistake of not doing it sooner and explaining that you two are both clearly on different paths and that you can't see yourself working with him on this project anymore. Explain that you should have had a conversation back then, but now you are trying to fix it and make everything clear. And say that you don't mind him going forward with the same idea by himself. So you will just have to negotiate some things, as company's name, this thin IP you said and stuff. And so it is.

Basic lack of dialogue like this should be only plot resources for chick flicks, not real life issues.

[anon_founder]

Thank you everyone for your thoughts. Although I didn't communicate the first time, as soneca points out, I did realize I needed to. I sent him a note letting him know that things are not working out and I would like to move forward. I have not heard back from him. I didn't want to get into a "dialogue" until I had a good idea about what he can do or what he is entitled to legally (and morally, according to you guys) and what I should and should not be saying. I have two specific questions where more opinions would help:

1. Without being a legally registered company ever and no IP filed, is this still a valid legal issue worth consulting a lawyer?

2. According to you, what is C entitled to (on moral grounds, what is fair)?

[eksith]

Are you sure he's trying to muscle in at the last minute or maybe he's just shooting the breeze after months of silence?

Run. That's what you want anyway.

Say and that you've moved on to bigger and better things, which you are, and that even B has moved on as well. It was fun while it lasted, but ABC is no more.

I'm not entirely sure if lawering up will mend relationships, but it's the least painful way to complete a breakup. The idea was originally thought up by B, and B has given your authority to move on. That by default makes it simpler and since you were never formally a "company", this makes it almost a non-issue. But if he causes too much noise, that's your alternative.

[gyardley]

Get a lawyer. Yes, no one likes to pay for lawyering, but situations like these require professionals.

[gesman]

Depends on how much was put in writing between you and him. No one cares if you're poor. Once you get rich - suddenly half of the world appeared to become your "forgotten" partners claiming a pie.