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Don't be afraid of the lawyer dad. Keep in mind that lawyers want to make things complicated so that only they understand them. (That is not really true, but it
by briansmith 18y ago
Don't be afraid of the lawyer dad. Keep in mind that lawyers want to make things complicated so that only they understand them. (That is not really true, but it saves time to think that way.)
They made you an offer. You rejected it, smartly. Now it is time for your counter-offer. You already mentioned several downsides to their offer (you can't understand it, no equity, too low pay, probably lots of personal liability for you). You already mentioned that you don't even need this deal (because you are young and you could be doing other things).
I don't understand why you don't see your own leverage here. He wants you to do work RIGHT NOW. If he needs the work done right now, then he will capitulate to your demands, if you have the guts to make any. The first thing you need to do is STOP WORKING RIGHT NOW.
Then, throw away the 17 page contract and write a 1 page contract of your own, where (a) you disclaim all liability, (b) you can walk away at any time, (c) you get significant equity (if you are doing all the work, you should be getting at least 50%), and (d) you get paid a real wage ($20 an hour is not a real wage for a programmer). Give him that one-page contract and tell him to sign it if he wants you to continue working on the project.
He will object. He will want to make changes to the contract. You have the leverage, so tell him no. Definitely do not let his dad insert anything into it--you must write every word yourself, in crisp, clear, English.
If you can convince him to agree to a contract where you have no significant risk and you have significant benefits, then the deal can continue. Otherwise, you have to walk away, because his lawyer is too big of a problem. (Notice that this turns the tables so that his dad is a liability for him, not an asset.)
You might think that it is not possible to convince somebody to sign a contract where you have no risk and you receive a lot of benefits. Not True. I've done it twice on contract programming gigs. Each time, the (small) company signed the contract because they needed something RIGHT NOW. Then came back later with changes suggested (demanded) by their lawyer. I rejected all changes (think "I am not willing to sign anything except the backs of my checks"), they got mad, and they either canceled the project (1 time), or got over it (1 time). You just have to stand firm.
Personally, I still wouldn't take the deal because it sounds like your "partner" is adversarial. The point I am trying to make is that you don't have to be scared of lawyers, and there is no need to be intimidated when you have all the leverage.
- Xichekolas 18y agoAll excellent points. You do have all the leverage here, not film student guy. > Personally, I still wouldn't take the deal because it sounds like your "partner" is adversarial. This is what stood out most in my mind as I read the OP. I wouldn't go into business with anyone that I didn't trust like my own brother. If he is trying to make you sign some 17 page contract as a college kid, imagine what would happen if there were ever any real money to divvy up.
- DmitriLebedev 18y agoThe contract, I suppose, was a standard one from a laws/contacts database. So don't worry much about the layer father. It might be that father has told the son what is best to do (to buy all the rights for the copyrighted material), and the son trusted father's authority. I don't know if in your country a vocal contract has any power. Right now you can prove that this material is under your copyright, but he can't prove that he payed you for _all the rights_. So in my legislation system you'd still have 100% of control over the situation.
- mironathetin 18y agoGood points, only that I would flip sides. Your roommate had an idea, great, but not worth a dime unless he is able to do something with it. Obviously he isn't. He even screwed up the project before it has started and his attitude doesn't look like this could be a successful and trusty partnership. But trust is a must for a venture. His attorney dad will go on trying to hijack the rights from you. The longer you work with him, the more you increase his chances of success sometime. I"d take the money you have already earned, find a cheap lawyer and make sure who is the owner of the code. If its you, take it and find another partner. If its him, give it to him and rewrite it on your own with a partner you can trust. Your roommate has to find another programmer or do the work himself. If I understand you right, it is work for his classes. Doesn't he risk his grades, if it turns out that he has payed someone to do his college work? If that is so, he is in your hands. Ask from him whatever you want.
- mikkom 18y agoFor me the point here is not that he has a lawyer. The point is that he has a free, totally devoted lawyer. And that is scary.