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To all new founders, get a legal agreement in place from day 1 with your collaborators. Here are some amazing free resources (vetted for Canada, a million time

To all new founders, get a legal agreement in place from day 1 with your collaborators. Here are some amazing free resources (vetted for Canada, a million times better than nothing in the US, pass it by a lawyer if you have the money): http://wiki.velocity.uwaterloo.ca/Legal http://wiki.velocity.uwaterloo.ca/Legal @sama - could YC spearhead creating US versions of the founder IP agreements?

brudgers 10y ago
It's worth noting that Vogt is not a new founder. He was a cofounder of JustinTV, SocialCam, and Twitch before Cruise. It might have been an error due to lack of relevant experience, but the previously problematic situation isn't attributable to a rookie mistake. Though I am not a lawyer, my understanding is that the claims and counter claims did not really revolve around IP. Take it out of the equation and the documents [as described on the internet] might still form the basis of a claim.
- Dobbs 10y ago
  Those there companies are all the same company. Also while Kyle was a cofounder of Justin.tv he wasn't actually part of it until a little bit in when they needed someone to figure out the camera.
  - brudgers 10y ago
    My intuition from a distance is a two dollar dollop of conceptual imprecision regarding meaty persons versus fictitious persons lies closer -- not further -- from the center of the recently settled issue. Autodesk and Amazon did not buy the same company.
    - arcticfox 10y ago
      "two dollar dollop of conceptual imprecision regarding meaty persons versus fictitious persons" ... what? Maybe I'm just slow today, but even as a native English speaker I cannot understand that sentence.
    - Dobbs 10y ago
      So Justin.tv was started, it ran for a while. People realized that it wasn't going as well as they wanted and they weren't going to be able to build it as far as they want. So they started a couple of internal projects of potential ways they could go. One was Socialcam the other was Twitch.tv. Both of these were part of Justin.tv. After running for a bit it was decided that Socialcam would be better off as a separate company so Michael Sibel split Socialcam off into a separate company. Kyle was not part of that split. Twitch.tv started taking off so Emmett decided to focus on that and eventually that took off and Justin.tv was shuttered in favor. Kyle stuck around at Twitch for a while working on Justin.tv and eventually left to found cruise.
whamlastxmas 10y ago
I wish a good, solid, but flexible founder agreement template existed. I have not found any that wasn't overly opinionated. edit: in light of the Cruise fiasco, the agreement should probably contain language saying the organization is being formed without any ownership interest outside of the people listed.
will_brown 10y ago
As a lawyer I have to acknowledge legal agreements are important; however, they are not determinative. Cruise was acquired by GM for $1B, so it goes without saying they had their t's crossed and i's dotted...again it is not necessarily enough. Besides written contacts (express), there are agreements created by the actions of the parties (implied). I don't have the facts beyond the article, but at the point an application is submitted to YC naming someone a co-founder, its going to be difficult to argue there isn't an implied contract in place for anything the company (or even proposed company) does moving forward. Yes legally a company that doesn't even exist can be bound by the representations of its agents. I wouldn't be to surprised to learn Cruise had a very strong case, which might have even included written resignations, stock transfers/assignments, etc... Again I don't know; nevertheless, one could see certainly see the practicality of just paying someone to go away even with a weak case so long as there is a modicum of truth to having started the company. There is nothing worse than a client who litigates out of principle instead of with their wallet. I having been discussing contracts a lot on HN as of late especially in regards to what people dub smart contracts and I can't stress it enough, breach of contract cases usually never end at summary judgment and can usually always go to trial because whether or not there was a breach is a question of fact reserved for judge or jury at trial.

brudgers 10y ago

It's worth noting that Vogt is not a new founder. He was a cofounder of JustinTV, SocialCam, and Twitch before Cruise. It might have been an error due to lack of relevant experience, but the previously problematic situation isn't attributable to a rookie mistake. Though I am not a lawyer, my understanding is that the claims and counter claims did not really revolve around IP. Take it out of the equation and the documents [as described on the internet] might still form the basis of a claim.

Dobbs 10y ago
Those there companies are all the same company. Also while Kyle was a cofounder of Justin.tv he wasn't actually part of it until a little bit in when they needed someone to figure out the camera.
- brudgers 10y ago
  My intuition from a distance is a two dollar dollop of conceptual imprecision regarding meaty persons versus fictitious persons lies closer -- not further -- from the center of the recently settled issue. Autodesk and Amazon did not buy the same company.
  - arcticfox 10y ago
    "two dollar dollop of conceptual imprecision regarding meaty persons versus fictitious persons" ... what? Maybe I'm just slow today, but even as a native English speaker I cannot understand that sentence.
  - Dobbs 10y ago
    So Justin.tv was started, it ran for a while. People realized that it wasn't going as well as they wanted and they weren't going to be able to build it as far as they want. So they started a couple of internal projects of potential ways they could go. One was Socialcam the other was Twitch.tv. Both of these were part of Justin.tv. After running for a bit it was decided that Socialcam would be better off as a separate company so Michael Sibel split Socialcam off into a separate company. Kyle was not part of that split. Twitch.tv started taking off so Emmett decided to focus on that and eventually that took off and Justin.tv was shuttered in favor. Kyle stuck around at Twitch for a while working on Justin.tv and eventually left to found cruise.

whamlastxmas 10y ago

I wish a good, solid, but flexible founder agreement template existed. I have not found any that wasn't overly opinionated. edit: in light of the Cruise fiasco, the agreement should probably contain language saying the organization is being formed without any ownership interest outside of the people listed.

will_brown 10y ago

As a lawyer I have to acknowledge legal agreements are important; however, they are not determinative. Cruise was acquired by GM for $1B, so it goes without saying they had their t's crossed and i's dotted...again it is not necessarily enough. Besides written contacts (express), there are agreements created by the actions of the parties (implied). I don't have the facts beyond the article, but at the point an application is submitted to YC naming someone a co-founder, its going to be difficult to argue there isn't an implied contract in place for anything the company (or even proposed company) does moving forward. Yes legally a company that doesn't even exist can be bound by the representations of its agents. I wouldn't be to surprised to learn Cruise had a very strong case, which might have even included written resignations, stock transfers/assignments, etc... Again I don't know; nevertheless, one could see certainly see the practicality of just paying someone to go away even with a weak case so long as there is a modicum of truth to having started the company. There is nothing worse than a client who litigates out of principle instead of with their wallet. I having been discussing contracts a lot on HN as of late especially in regards to what people dub smart contracts and I can't stress it enough, breach of contract cases usually never end at summary judgment and can usually always go to trial because whether or not there was a breach is a question of fact reserved for judge or jury at trial.