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Background: My friend and I talked about building an application, saying this is the idea, let's see if we can develop something around it. After thinking about it for a few weeks it seemed not very feasible and nothing came out of it. Both of us did not produce anything tangible on the idea. So I proposed an alternate idea, but he wasn't interested in it. Now months have passed. We had our differences over some other issues, and we are no longer on good terms, but I would like to build a company around the idea I proposed which he wasn't interested in.

Question: Would this situation be considered as a general partnership, and will my friend have claim over whatever I will be building from this point on?

The country is Singapore. As for proof, there are sms/emails on interesting articles and tools we could use to build it, but nothing explicitly saying let's do it together.

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I don't how it works in Singapore, but here, in Spain, you case means you can do what ever you want to do. – Hola Soy Edu Feliz Navidad Dec 3 '12 at 9:17

2 Answers

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There is no formal proposal and acceptance about the partnership, just ideas. There is even no agreement on idea, "he wasn't interested in it(your alternative idea)". I don't think you should be bind at anything, either in law or in moral.

Maybe you need to tell him explicitly you'll go on alone with your idea, just for friendship. Openness helps friendship.

Disclaimer: I'm not a lawyer and the above is not a legal advice at all. You should consult local lawyer if you are serious at this question.

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I agree with Billy Chan – Hola Soy Edu Feliz Navidad Dec 3 '12 at 12:25
Thanks @HolaSoyEduFelizNavidad and Chan, appreciate your thoughts. I feel better already :) – Patrick Long Dec 4 '12 at 5:47
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I don't know about the laws in Singapore, but if things actually happened the way you say they did, then odds are he has no legal claim over your business. From what you said, it sounds like there wasn't even a verbal agreement to work on your idea.

That said, there are always two sides to a story, and it's possible your friend may remember things differently. Maybe in his mind you did have an agreement. And even if he knows that you two didn't have an agreement, he could take legal action against you just out of spite. (You said that you are no longer on good terms.) Does he have the monetary means to start a frivolous lawsuit?

Just because you are right legally doesn't mean someone can't try to sue you. And if he does it will cost you a lot in both time and money.

To summarize, if things really happened the way you said they did, then in all likelihood you are on the right side of the law. However, that doesn't stop him from trying to sue you anyways, and wasting a bunch of your time and money.

So keep this in mind as you move forward. If you encounter ways to mitigate this risk, I suggest you take advantage of them. For example, maybe it makes sense to try to regain your friendship. And maybe after some time you can ask him to sign something stating that he has no claim over your business. You may even be able to get him to work on his own business while you are working on yours. That will keep him occupied.

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