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"Work for Hire" Contract Submitted as Evidence in Ceglia v. Facebook
- deleted 16y ago[deleted]
- tbrownaw 16y agoI can't read that, I just get a gray box (and trying on Windows gives me a little red 'x' where the corner of the box was). But, I thought there was a list of things that are normally works for hire (without that being explicitly specified), and a list of things that are allowed to be specified as works for hire, and that software isn't on either list?
- kylelibra 16y agoOther than the spot where someone has written in something about a "web designer" this looks like the most general contract I've ever seen. This could be from anything. I would find it hard to believe that some judge is going to give a guy billions of dollars over this.
- houseabsolute 16y agoIt says "The Face Book" and describes the website. What more specificity do you want?
- kylelibra 16y agoApparently I'm blind.
- ajg1977 16y agoThis whole thing is just... bizarre. With Facebook now taking the "we don't know if he signed it, but if he did it's invalid anyway!" argument it looks like Zuckerberg may indeed have put pen to this paper. My guess would be either he assumed it was contracting boilerplate and didn't read it properly (based on the memories of my behavior in my early 20's, fairly likely), or just skipped over the single paragraph with criminally bad English that referred to the purchase and design of "The Face Book". This will be interesting.
- btilly 16y agoIt is a lawyer's job to put forth every argument that can make their client win. Even if the lawyer believes that the client didn't sign, they can't stand on the truth because the judge may not believe them. So they have to argue both sides of every disputed fact. So they say that they don't think our client signed. But even if he did, it is too late to bring this case so our client still wins. That way no matter which version of the facts the judge accepts, they can win.
- hristov 16y agoI don't agree with that. If the lawyer knows for certain that Zuck did not sign they should just say he did not sign. That will not prevent them from making arguments in the alternative, such as "even if he signed, the contract is invalid on other grounds." While these kind of arguments may seem a little disingenuous to the ordinary person, they are accepted and made in the courthouses all the time. I think the best argument you can make for the possibility that Zuck did not sign this contract is that he did not sign it, but does not want to be brought to the witness stand for some reason, so he has told his lawyer not to make the validity of his signature an issue of contention but to try to attack the contract on other grounds.
- btilly 16y agoI don't agree with that. If the lawyer knows for certain that Zuck did not sign they should just say he did not sign. That will not prevent them from making arguments in the alternative, such as "even if he signed, the contract is invalid on other grounds." While these kind of arguments may seem a little disingenuous to the ordinary person, they are accepted and made in the courthouses all the time. I'm having trouble seeing what your point of disagreement is. From what we both said, if the lawyer believes or knows that the client did not sign, the lawyer should make that argument. But the lawyer will also make arguments in the alternative, arguing that even if the client did sign, they should still win the case. That looks like agreement, not disagreement.
- joe_the_user 16y ago
- hop 16y agoI thought this was just a boilerplate work for hire contract, but on pg 11 it surely says: Second is the conditioned development of the software, program and for the purchase and design of a suitable website for the project Seller has already initiated that is designed to offer the students of Harvard University access to a website similar to a live functioning yearbook with the working title of "The Face Book". It is agreed that the purchaser will own a half interest (50%) in the software programming language and business interest derived from the expansion of the service to a larger audience. And goes on to say he gets 1% more of the business every day its not completed after Jan 1 '04. Thats a pretty valuable piece of paper this guy has held onto for the last six years, their lawyers will make a lot of money on this if its not a forgery.
- zweben 16y agoPage 11? I only see two pages. What am I missing?
- deleted 16y ago[deleted]
- hop 16y agoSorry, its the 1st page under "2. Entire Agreement" (I was looking at the whole lawsuit - http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-complaint http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-compl... ).
- qhoxie 16y agoThis is actually just a couple of pages from the whole document. It is page 11 and 12: http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-complaint#page=11 http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-compl...
- gte910h 16y agoYeah, that's a pretty steep penalty clause, I feel there is little chance that part will hold. The initial 50% is in play for sure though.
- codexon 16y agoIf this contract is real, this is bad news for Zuckerberg. Considering that his lawyers are "unsure" he signed the contract, this is basically an admission that the contract looks valid at first glance, and that the lawyers are probably spending day and night trying to get it dismissed on a technicality, or hoping it is a forgery. It will also be interesting to know if people here think Ceglia deserves those Facebook shares. Many people here are investors and would probably side with him, but others have expressed the sentiment that he provided a negligible amount of money and therefore contributed very little to the success of Facebook.
- deleted 16y ago[deleted]
- blueberry 16y agoMany people here are investors and would probably side with him... Interesting, I always thought most HN were starving poor hackers :)
- moultano 16y ago>It will also be interesting to know if people here think Ceglia deserves those Facebook shares. That's what interests me most about this. I'm assuming this will come to some settlement that won't destroy facebook, and will probably give this guy some money. I'm curious about the ethics involved. Is contract law so inviolate that most people here would advocate honoring it?
- wallflower 16y agoI wonder if they are doing some last-minute editing on the ending of the Facebook movie.
- richardw 16y agoAnd the first 10 minutes, where a tired student with a hangover signs a piece of paper without reading it too well.
- charliepark 16y agoOnly enough to set this up as the sequel.
- memoryfault 16y agoConsequences...will never be the same.
- decklin 16y agoIs there a link to an actual PDF instead of a Flash viewer?
- Timothee 16y agoIf you change your user agent to an iPhone's (and maybe other mobile devices) you get to download a PDF directly. Here's the link I got: http://docs.docstoc.com/pdf/7291/39b8d9a6-aa9b-4faf-92c6-bafae4080973.pdf http://docs.docstoc.com/pdf/7291/39b8d9a6-aa9b-4faf-92c6-baf...
- RobertL 16y agoThe contract talks about a "Fax Street Database" and something called "Face Book". If you look at any Face Book page it clearly identifies the service as "facebook". I know this is kind of nitpicky but the string "Face Book" is different than the string "facebook". Also, statute of limitation is 7 years. I think this contract just turned into a pumpkin.
- zemaj 16y agoWhy would someone sit on something like this for 7 years? I can't think of any reasonable explanation. Facebook's lawyers also seem completely unprepared. How could Mark not have seen this coming? There's got to be an interesting story here.
- codexon 16y agoWhy would someone sit on something like this for 7 years? This is obvious. Why would you sue over a company that might not even turn a profit or could go bankrupt the next day while the founders are poached by Google, leaving you with an empty shell of a company? The answer: you only sue when a company starts making money. And for Facebook, that has happened only very recently.
- gte910h 16y agoYeah, for the plaintiff though, he may run into some very real statute of limitation issues. Had he waited just 6 months less, he'd be in a much better position.
- shughes 16y agoA few years ago, I signed a contract with an awful web startup. At the time, I was laughing on the inside because I thought it was funny how much they (two brothers) wanted to pretend they were a legitimate company. One brother was the "CEO," and the other brother was "Vice President." So like a CEO, a VP, and then no employees.. Looking at the Ceglia/Zuckerberg contract, I got chills, and began digging into my old documents, looking for that contract. The last thing I want is to find out I signed 50% of earnings away. I discovered that I did sign 50% of my earnings away! Fortunately, the agreement was between their company and my now deceased startup. I'm glad my startup failed..
- cpg 16y agoHow typical. 50% of something is more than 100% of zero, you know. Not surprising it failed if you ask me, given the attitude. Not to say 50% is not brutal or anything for a contract.
- atomical 16y agoIf this is legit it's quite damning for Zuckerberg's equity position.
- tomjen3 16y agoZuckerbergs? If he gets 80%, it is going to trash the other investors too.
- ibejoeb 16y agoI just can't conceive of Ceglia's claim holding. It seems that, regardless of the authenticity, systems are in place to prevent Facebook from undergoing such a drastic shift. Can anyone relate this to similar circumstance?
- bvi 16y agoI'm no lawyer, but the contract says "The agreed upon completion for the expanded project with working title "The Face Book" shall be Janruary 1, 2004..." I would imagine typos could affect a contract - would that be the case here?
- gojomo 16y agoNot so long as intent is clear. It's not computer code.
- invisible 16y agoShouldn't he have to prove he paid $1,000 to Zuckerberg? We may not be getting all of the facts in the case, so it's questionable whether this is valid on the terms themselves. Also, oddly one instance says "The Page Book" while another two say "The Face Book."
- gojomo 16y agoThe full filing includes an alleged check carbon regarding the $1000; you can view it at Scribd (p. 14): http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-complaint#page=14 http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-compl... But, the alleged contract is harder to read in that copy. updated to point to page, thanks qhoxie!
- qhoxie 16y agoFYI, we added a feature where you can directly link to pages. Page 14: http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-complaint#page=14 http://www.scribd.com/doc/34239119/Ceglia-v-Zuckerberg-compl...
- invisible 16y agoNot to sound dense, but shouldn't there be two checks if this is how he hopes to prove he paid? One for the StreetFax and one for The Face Book project? Or does it say something about The Face Book in the memo (cannot read)? It could turn out that he paid $1,000 for the StreetFax project but they both abandoned the original "The Face Book."
- gojomo 16y agoYes, I'd agree there's a chance that this contract (if real) was canceled by mutual agreement (or de facto non-performance by both sides) before the real Facebook work began. That's why it'd be interesting if Zuckerberg's email archives of the era include any exchanges with Ceglia. Just a couple of words between them indicating any different understanding could make all the difference.
- gojomo 16y agoOther lawsuits have already plumbed Zuckerberg's email and other personal documents from this era... including a personal journal. Did Ceglia and his 'StreetFax' project appear in any of that? Is there any independent evidence Ceglia and Zuckerberg met?
- vessenes 16y agoOkay, on the one hand, this guy will surely be seeing some money, unless it's a forged signature, in which case, he will surely be going to jail. On the other hand, it is extremely unlikely he will get anything near the order of magnitude of what he's asking for, unless the judge well and truly hates, and I mean hates Zuckerberg and facebook. And the appeals judge, and so on, up the chain. One reason for this is that the judge is going to be weighing on the one hand this guy's thousand dollar investment, and on the other hand, everybody else's millions of dollars of investment, and asking if harming the millions of dollars of investment is proper on behalf of the guy who put in $1k. If Zuckerberg is determined to have signed this all away, then the incorporation and all the shareholder agreements, and statements, etc. are void and fraudulent. This impacts not just Zuckerberg, but the other parties he is in business with. It is nearly inconceivable that a judge would trash the entire corporate structure of Facebook based on this suit. Now, that said, he may sit Z down and say "I'm dumping this problem on your lap, fix it, buddy" by leaving the door open for personal fraud claims and damages to the corporation. Regardless, in the end a judge is going to be asked if a $1,000 passive investment really should be worth billions of dollars in 6 years. The answer to that question in our country is 'no.' Also, no way in a cold and frozen hell will DST and MS allow this guy to sit on the board and vote shares. The legal forces arrayed against him are going to be seriously, seriously formidable. Look for a multimillion dollar settlement. Less than $100mm.
- vessenes 16y agoUpdate: given Zuck's other pending lawsuit, I predict he will be forced to pay personally; no corporate cash for this one.
- coryrc 16y ago> One reason for this is that the judge is going to be weighing on the one hand this guy's thousand dollar investment, and on the other hand, everybody else's millions of dollars of investment, and asking if harming the millions of dollars of investment is proper on behalf of the guy who put in $1k. Yeah, rules only apply to the little guys. Contracts should only benefit the big, rich organizations.
- 16y ago
- lionhearted 16y agoInteresting. Clause 9: > "It is acknowledged that this is a work made for hire agreement and that all Intellectual property rights or patent rights are that of Streetfax Inc. [...] In the event that StreetFax defaults on its payment terms rights would be granted to seller." Did StreetFax pay to get "The Face Book" running? Because if they did, why wouldn't they own it and have it running? If they didn't pay, they've got no case whatsoever.
- famfam 16y agoWho here thinks that Zuck has always known about this contract? And has been praying every day that Ceglia had forgotten about it / died / etc. And the stress and stakes rose day after day, Zuck dying on the inside like w/ the tell-tale heart, stress coming through the cracks at his AllThingsD meltdown, etc...?
- deleted 16y ago[deleted]
- AlekseyKorzun 16y agoMark was born in May 14, 1984, contract was signed in April xx, 2003. So unless my coffee did not kick in yet; that would make him under or around the age of 18 which is below the age of majority in NY state: http://en.wikipedia.org/wiki/Age_of_majority http://en.wikipedia.org/wiki/Age_of_majority
- techsupporter 16y agoWell, he'd have been over 18 at that point (18 years, 11 months, since the contract signature date is 23 Apr 2003), but you're right, he was under the age of majority in the State of New York.
- startuprules 16y agoThe majority sentiment in this discussion seems to be favoring Zuckerberg. I am not sure why hackers, with the usually higher integrity and honor than most, will defend this scumbag who seems to defraud not one, two, but three different parties, and laughs with his buddy on IM about his ability to steal people's information. Is it because Zuckerberg is now rich/powerful? Are we being more lenient to those folks now? Because these are the folks, the ones without integrity but with money/power in our society, that are ruining US. These are the folks that are crashing people's 401k, devaluing the dollar, giving bailout money to their buddies, shipping jobs overseas, cheating, lying, and stealing their way to the top. These are the folks that are bankrupting our world. Pretty soon, one day you wake up, you'll have the social security/medicare benefit disappear. your house will be worthless, and so will your 401k. After you've worked hard for 30 years. Maybe then you'll hate the Mark Zuckerbergs of the world.
- jonknee 16y agoIt's probably because they think his [as personally told] story could/will happen to them. A hacker in a dorm room turns out to ignite the planet and become a [paper] billionaire nearly overnight. It's a great story and would be inspiring if true, but like many great stories it's full of shit. He apparently screwed over nearly everyone he came in contact with to get on top.
- joe_the_user 16y agoThe justice question here is interesting. Whatever bad Zuckerberg has done, it doesn't seem especially plausible that Ceglia made a contribution significant enough to merit a percentage of Facebook. At the same time, if the contract is authentic, it seems like there's a big back-story here you'd have to learn before making any judgments here. And, hey, I'll admit I'm really curious what that story is.
- jonknee 16y agoAs far as justice goes, I don't have any sympathy for someone who continually stole other people's efforts and took all the money/glory/power. I doubt he'll lose it all, but I wouldn't consider that unfair. Regardless of what happens, it should prove interesting.
- gamble 16y agoAssuming it's as valid contract, can the fact that it was apparently unknown until now count against it? It seems fairly obvious that subsequent investors would have bought out this guy at a much earlier stage if they'd known that there was someone with such a significant share.
- gte910h 16y agoYes, there is something called a statute of limitations which may limit this.
- HeyLaughingBoy 16y agoObligatory IANAL, but I don't see why this is such a big deal: the corporation that currently owns Facebook almost certainly didn't exist when this was signed (let's assume it was!). So Ceglia's claim is against Zuckerberg, not Facebook. At most he would have claim to a certain amount of IP that became what Facebook currently is. So he may have partial ownership of a small amount of Facebook. If so, this whole thing just degenerates into two sets of lawyers figuring out how much it takes to make him shut up and go away.