> Anyhow, as my payment for these past years, I get to sell whatever we have created, code wise, and get the dough for it.
Yikes, it sounds like you are walking away here with virtually nothing.
If I were you, I would fight for ownership in whatever is next for your cofounder. If that means it is a Shopify store, that is fine, but you should get X% of revenue, profit sharing, something out of this.
The code you have now is ultimately worthless and is not a good 'payment' for the time and energy you invested into this company.
I do not think the current arrangement you have outlined is in any way fair.
As a co-founder, you accept the risk that if your company fails, you get nothing, and you might not get compensated for your time. That's just how startups work. High risk, high reward.
Therefore it's ridiculous to say OP deserves a % of revenue/profit/equity of their co-founders next venture. There's no legal or ethical basis for negotiating this.
But from the OP it sounds like the cofounder might be continuing in the same line of business, but wants to "pivot" and jettison the now-dead weight of the technologist.
If this is the case it seems plausible that his contributions and R&D are still relevant, even if they're throwing out his code, and so perhaps he's entitled to whatever stake he vested over those first two years.
This makes sense to me. If it's entirely unrelated then yeah totally. But if they're doing a shopify store to sell these workshops then I think OP should get some points
If the co-founder is taking any code, data, or customers to the next venture, then it seems fair the other co-founder should get something out of the new venture.
If the co-founder is taking just knowledge, best-practices, know-how, and life experience, then the other co-founder does not have any legal basis to expect anything.
Wait... what!? Why would this person get a percentage in someone else's next thing? I agree this OP isn't getting much out of this, but it doesn't seem like there was anything more to get. I don't understand why they should get a part of a completely separate thing their ex-cofounder is doing.
The post isn't clear, but I read it as "The cofounder has decided to shut the company down and hire the designer for a new venture in the exact same business doing the exact same thing, except using Shopify instead of a custom tech stack, so they don't need a technical cofounder anymore," which is basically "The cofounder has decided to downsize the other cofounder whose skills were no longer needed." If this is true, OP at the very least provided market validation/research/etc. If the new venture is relying on business relationships or branding from the old, then the claim is much stronger. If so, OP can say, look, you basically want to fire a cofounder and take their ownership stake but you don't want to fight this in court, neither do I, I will settle for you taking some of my ownership stake in exchange for going away quietly.
If the new venture is actually completely separate (or no more related than "In the process of trying to launch business X and failing, I realized that a very different business Y would be more profitable"), then yes, I agree with you.
I tend to agree with your thoughts but I would add this: If the cofounder is shutting one entity and starting another to do essentially the same thing, you don't want a piece of that pie. Count yourself lucky that all that happened is that the company failed and go to the next thing. If he's willing to do that, he's got next to zero character.
As for the code, I wouldn't touch it after the original company ceases. The code belongs to the entity that created it and when its gone, the code is gone. If you start something new from this code and it becomes successful, guess who is going to come out of the woodwork and want a portion of it? Yes, the same guy who likely would deny you anything from his new venture.
I've been in this situation and when you've written so much code, and it's good. It's painful to separate from it. I also flip houses and there are times when it's time to just sell the house already and I almost feel sad that I'm not going to get to work on it anymore. Sometimes I feel remorseful that I won't get to see all my good work after its sold. But here's the thing, if I don't sell it, I won't replenish the capital I need to do more. And in the software sense, if I don't move on from a project after its done, I will continue to mentally and physically labor on a work that is producing nothing. And if it does do something, you'll forever be looking over your shoulder for that cofounder who will sue you for a portion of it.
All this said, there are a couple of alternatives you can consider.
#1 is to simply agree with the founder that the company should open source the code base. This gives you the benefit of letting future employers, cofounders, coworkers, etc seeing your work. And this benefits him too as being associated with the project. it puts a coda on the project so that the work you did doesn't just disappear into vapor.
# 2 you should consider both signing separation agreements and put it in writing that everything is over and there are no claims on work product, intellectual property, etc.
> If you start something new from this code and it becomes successful, guess who is going to come out of the woodwork and want a portion of it?
This is literally the reason lawyers exist. It’s not hard to draft up an agreement where the former co-founder transfers all rights and ownership and relinquishes any claim to the technology.
Agreed I was just trying to help the person achieve a bit of zen. it’s nice to think you can get him to sign something but chances are he’ll interpret it that the code is worth something and dig in...As they say in arendelle ... let it go, let it go...
> If I were you, I would fight for ownership in whatever is next for your cofounder
Depends on whether the cofounder is using the current company's assets towards the next venture (and it seems like the answer is no, so there is really no basis for that ask).
The implication here is that maybe the cofounder's 'next business' is the same business with a different back-end and that the market presence and customer base (which absolutely are assets of the current business) are being carried forward. If this is the case then the OP has a valid claim to any profits generated by those assets, or to being bought out.
The business's legal entity is being shut down and closed. The OP only has claim over assets of that business. If he agrees to certain assets being given to the other partners, he has no claim for the future use of those assets.
Of course, if that's part of the split (you take the code you wrote, I take the customers I sold to) then there's no future claim. The way I read it, there was no discussion of that, but maybe I'm wrong - after all we don't have much to go on here.
Ownership is bounded by legality. As long as someone starts a new company completely from scratch (without using any of the resources from the prior one), then you have no ownership claim to it.
Given the right circumstances there could be a lucrative market for used underwear. Not mine, but someone’s. Does the same analogy apply to codebases? Probably.
Actually, there is a market for used underwear. Look up the rag trade - industrial rags and the like. They shred old fabric for use in workshop and industrial applications.
Yikes, it sounds like you are walking away here with virtually nothing.
If I were you, I would fight for ownership in whatever is next for your cofounder. If that means it is a Shopify store, that is fine, but you should get X% of revenue, profit sharing, something out of this.
The code you have now is ultimately worthless and is not a good 'payment' for the time and energy you invested into this company.
I do not think the current arrangement you have outlined is in any way fair.