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Advice on troublesome partner in profit share setup

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Hello! I find myself in a bit of trouble since one of my team members refuse to cooperate. We are 5 members making a game sharing the profits. I had initial e-mail contact with all members asking questions etc before agreeing to add them to the team. This particular person I asked if he was willing to do all the things I had listed in previous e-mail for XX% share. He agreed. Ever since then everyone except him is working hard and we are progressing very well. But this person only answers evasive and have explanations why he can not do what he is supposed to. I have not even been able to make him join our teams collaboration site. He has not made any effort whatsoever at anything productive and when I ask what he needs to start working I get no answer.

 

So, I would like to get this person off the team. I am thinking since I had conditions for him getting any revenue share and he has not met any of them, I can just tell he he is off the team and we will look for someone else. My question now is if it is that simple? I have a very bad feeling about this person, I don't think anyone can be this uncooperative and still have a good agenda..

 

Appreciate any advice, thank you!

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Ok, thank you for the answer. Does anyone have any tip of an online game lawyer that could settle this by looking at our email conversation?

 

Don't think your e-mail history really qualifies as a legal document. Its better than just having an oral gentlements agreement, but its just that... a gentlements agreement.

 

Now, given that he hasn't contributed at all, you haven't signed any legal contracts, and he never gained access to any of your team internal servers/pages and actually used that access, you could shut him out of your internal systems, and then have a long and honest chat with him why you kick him out of the team.

 

Be respectful, but honest.

 

 

Of course, if there is anything legal that was signed, you need to contact a lawyer to make sure you handle it correctly. And if there is any work done by him, and you cannot flat out stop using it in your project, you also need a lawyer. His work is still his work when not done as your employee or with a signed freelancing contract.

 

 

To be honest, you should be thankful its only one in five. Depending on your own backstory, and what kind of volunteers you take onboard (completly inexpierienced vs. expierienced hobbysts vs professionals), you will always find guys that claim to be ready to contribute, but aren't. Some of them might even mean it, but loose motivation fast when they see the amount of work the need to be doing without getting paid for it.

Edited by Gian-Reto

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There is no contract and he has done zero work. I have tried to get him started for a month now but he does not even want to log into our collab site (Trello) to take part of the material that is posted there by everyone for him (he is PR manager)

Edited by Aperico

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There is no contract

Then he will have a hard time demanding payment from you.

The real problem is that you also don't own the rights to the work produced by your other team members. Register a real limited liability company and have it write up legally binding contracts for all your participants.

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There is no contract

 

That's the source of your problem.

But it's also the solution. Tell him he's out. 

He might sue you, so get a lawyer.

Probably you should get a lawyer before you tell him he's out.

Then you need to write a collaboration agreement with the remaining team.  http://maientertainmentlaw.com/2008/11/collaboration/

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The real problem is that you also don't own the rights to the work produced by your other team members. Register a real limited liability company and have it write up legally binding contracts for all your participants.

 

 

Quoted for truth. You actually got lucky with your current "bad team player"... you can just kick him out, without losing any work done. And if he tries to sue anyone, he has little legal grounds to do so (even though I guess Tom is right and you should get a lawyer just in case he tries).

 

What happens if your most valuable artist wants to leave the project in 6 months, and just disappears without giving you the rights to continue to use his prior work? Even worse, what if he leaves on bad terms and asks his work to be removed?

 

 

The longer the project, the more people involved, the more money involved in the end, the bigger the problems that can arise. Given that you hope for success, you should also plan for big problems. -> lawyer, create a company, create contracts for everyone to sign.

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There is no contract

 

That's the source of your problem.

But it's also the solution. Tell him he's out. 

He might sue you, so get a lawyer.

Probably you should get a lawyer before you tell him he's out.

Then you need to write a collaboration agreement with the remaining team.  http://maientertainmentlaw.com/2008/11/collaboration/

 

 

With no written contract, this falls down to whether he HAS a case, and wants to enforce it.

First step would indeed to get a lawyer to make sure you're ready to fend anything that might come next.

Then, tell him he's off, as Tom mentioned.

Best case scenario, that's where it ends because either he realizes he has no case, or has no interest in enforcing it.

Worst case, he has a case and enforces it (could be that some of the communications between you may not have been as explicit as you might have imagined and may leave to interpretation and that his legal counsel believes he has some ground to be entitled to his shares despite not having met the actual requirements: this can occur if no clear and decisive link is established between the two).

 

How far off is your current project, and how complex would it be to start from scratch with a new team and an actual contract? This would cut him out entirely.

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Well since I put together the team its only been a month. But I have work dating back two years so I am not sure what starting from scratch would entail. 

 

I have made some inquiries about what it would cost to get a legal document for the profit share and landing about USD 5000 it is pretty much half our budget going right there. I am not worried about the graphics artist or the music composer selling their stuff to someone else that is a risk I am willing to take as long as my own IPs are protected. If they want to leave and take their work with them it would of course be bad but as long as they have no claim on the profits it is always possible to get new graphics or music, so it would be their loss.

 

I would like to have some sort of agreement and was thinking about writing one myself (I have been in startups and had to sign lengthy shareholders agreements but was hoping to avoid all the time consumed by this and setting up a company with international members) but I am guessing it could do me more harm than good since I am not a lawyer..

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Hopefully you guys are using source control. If you demonstrate that the commit history has no commits made by this person, it might be a pretty good argument that no measurable work has been done by this person. IANAL, so I don't know if this has any legal weight behind it, though.

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Hopefully you guys are using source control. If you demonstrate that the commit history has no commits made by this person, it might be a pretty good argument that no measurable work has been done by this person. IANAL, so I don't know if this has any legal weight behind it, though.

Not necessarily.

The usage of source control does not demonstrate the lack of effort, it only demonstrates effort.

One could argue that effort has been put elsewhere and was simply not committed (and may rightfully do so under certain circumstances).

I don't believe Source Versioning logs would be much of an 'exhibit' or even receivable in a court of law.

Then again, the idea is to break the case ahead, so it could be used to dissuade said partner to go any further in any proceedings.

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I don't believe Source Versioning logs would be much of an 'exhibit' or even receivable in a court of law.

Sure it is.

 

Same with the emails discussed earlier.

 

Their usefulness would depend on whatever the case is, what they are trying to show.

 

If they are trying to show that there was an agreement that they get a particular share of the business, email or text messages could show there are agreements in place even if nothing was ever signed.

 

Email communications can show that they had reached an agreement or not reached an agreement.  Even if it is not a lawyer-drafted contract, if they reached an agreement about what would be paid and on what conditions it would be paid, and the other people accepted the agreement, that written agreement is legally binding. 

 

Email communications and text messages can show that a person was doing work, document that a person was complimented on the work.  They can document a pattern of being told they are not working, or are not doing as much as they are expected, or that the work they are contributing is not up to par.

 

Source control could show that a person contributed, what they contributed, and how frequently they contributed it. It could also be used to show they did not contribute regularly to the main line but that other people with the same position and the same expectations contributed frequently. In a court case, the person would need to explain why they did not contribute regularly to the source control when their peers were contributing frequently. If they could justify a lack of contributions directly and easily that might work, but if they struggled or presented a weak explanation the version control logs could be quite condemning.

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Source control could show that a person contributed, what they contributed, and how frequently they contributed it. It could also be used to show they did not contribute regularly to the main line but that other people with the same position and the same expectations contributed frequently. In a court case, the person would need to explain why they did not contribute regularly to the source control when their peers were contributing frequently. If they could justify a lack of contributions directly and easily thaTht might work, but if they struggled or presented a weak explanation the version control logs could be quite condemning.

 

That's assuming that contributing a meaningful amount of works equates using source control to begin with.

One might argue that work was made, and delivered in an alternate and less efficient way (.zip) and that said file can't be presented for x,y reason.

 

Now, obviously, it depends solely on who is starting these proceedings, as it will be effectively be this party's role to prove the existence or lack of existence of such files.

In the OP's position, trying to prove the inexistence of work would be pretty difficult, meaning attempting a lawsuit against their former partner would most likely be a defunct cause, but, it would also likely be a great defence as they are not likely to attempt a lawsuit on them, as it will be equally difficult to prove the existence of such work (assuming that, as the OP stated, such work does NOT exist). I imagine the former partner's case would be the existence of a written clause (emails only) that stipulates they are entitled shares in the project, and the defendant's case would be that these shares are dependant on proof of fair contribution to the project, at which point the pursuant may be prompted to establish their claim by providing exhibit of their contribution, and have this examined by an expert witness if it even reaches that far.

Chances are though, none of this ever happens.

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