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Thanks for the summary - perhaps a slightly more philosophical Q: if applying to YC implied an intent to split the company 50:50, then would the notion YC usual
by wastedhours 11y ago
Thanks for the summary - perhaps a slightly more philosophical Q: if applying to YC implied an intent to split the company 50:50, then would the notion YC usually asks a company to have a vesting schedule of that sort imply that it was intended?
- rayiner 11y agoThe fact that it's a YC application as opposed to some other type of writing is mostly irrelevant.[1] What Guillory is relying on is the statements in the application: > [The YC application] described repeatedly that Guillory was a founder of Cruise Automation and states unequivocally in response to a question asking “who are the shareholders and what percent does each own?” that “Cruise Automation is a Delaware C Corporation created in September 2013. 50/50 split between Kyle and Jeremy.” That writing is evidence of the agreement. Commercial practice, like what YC usually requires in terms of vesting schedule, may also be evidence of the agreement, but obviously it's weaker evidence than the words on the page. And under certain circumstances,[2] it might not even be permissible to invoke external evidence such as commercial practice to add terms to a contract. [1] It's relevant to the extent that a YC application is the sort of thing you'd expect to contain accurate and true statements written down with some care. Besides that, it's value is its contents, not any inferences that you may make from what you know about the YC process generally. [2] Under the parole evidence rule, when a contract seems complete on its face, you can't invoke external evidence to add terms to the contract. Although it's hard to say that in this context you have a contract that's complete on its face.