legal, product, brand, canadaI’m a partner in a 50/50 General Partnership in Québec, Canada (S.E.N.C). The partnership was created to eventually own a product we’ve been developing for some time.
As the main developer, I’ve written virtually all the code and functionality of the product, and conceived the product and company logos, name and web UI, server config, etc. (with advices from my partner taken into account). The idea for the company & product was initially mine, but I needed to split the costs and have someone to eventually do the management/legal/help aspects of the company, so we teamed up.
The problem is that my partner hasn’t been investing himself much lately. He misses meetings and becomes unreliable with the deadlines. I now have to constantly remind him to help me out, which doesn’t seem fair since we split the company assets 50/50.
My intention is to create another company with a similar name and to link the product with it. This is since we haven’t created/signed a contract or agreement yet, and the current GP company is only used to pay server expenses.
Is this legally feasible?
Since I’m the server admin and have access to all domains, and since I’m the original creator of the product, could I just pay back what he put into the company and do business on my own?
PS: I have asked my partner several times to change ways, and he agrees, but his non-performance is the same.
If your partner is willing to sign away their rights via a written agreement with each of you using legal advisors, it should be a non-issue. If you’re unable to reach an agreement, you’ll need to put legal pressure on them via a legal professional.
You may be bound more by a sense of loyalty and fairness than you are by legalities. Because there are so many variables in such a situation you are ultimately qualified to explore your own options by considering what documents you have signed, what commitments you both made, and which of those commitments have been kept or broken. Here are a few questions that may help you explore the matter.
1) To whatever extent you had a mutual understanding of both of your obligations, have you met your obligations, and has he met his?
2) Have you signed an employment contract or non-compete agreement that would prevent you from quitting and moving forward on your own, while leaving him to do the same?
3) Are your technical skills critical to the company’s success?
4) Is he capable of building and growing the company without you?
5) If he was theoretically capable of growing the company without you would he be ambitious enough to follow through considering his past history?
Hopefully you can find a resolution that you are both ok with. But if not then you may have to push through a period of friction in order to get to where you want to be.
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