For the past 6 months or so I have been working on a project with 2 partners. Here's the breakdown:
- Partner 1: Finance, marketing, sales, legal
- Partner 2: Product dev, design, branding
- Me: Tech, product dev
Partner 2 and I no longer believe that we can work with partner 1 because he tried to exert complete control over the product dev process. At some point he decided he was going to take control of the process and that we need to just follow him. We both feel that it's leading us down the wrong path. When we brought these concerns up with partner 1 he basically dismissed us, defended his own opinions, and has essentially alienated us. Since then he's all but shut us out of every decision. He's continuing with the marketing efforts. He's even contracted a developer to work on the code to implement the features he feels are best. He's essentially taken the business hostage.
Here's the kicker: while we have formed a C-corp, no documents have been signed (stockholders agreement, no board, etc.). More importantly, neither I nor partner 2 have assigned any IP to the business.
I have a few questions:
- Being that no IP has been assigned, does he have the right to use (take, really) what we've created? Does the fact that we built this together (the business, not the site) somehow give him a right to use it?
- Conversely, what's stopping me from just turning off the servers and saying "have a nice life"? If I did that would he have grounds to sue?