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My co-founders won't let me start a similar idea after buying me out

2 points by jayantrao94 ↗ HN
So apparently if I quit the currently startup I am working on - me and my co-founder have been having issues with keeping it up and running due to conflict of interest. I have a few questions

1. Can I start a company with a similar idea if he buys my shares in this company

2. I am the designer who own the complete IP of the UX and gesture idea I built (note: I did not code, code is owned by my devs) Does he have to buy my IP as well if I haven't signed any IP related contact? How much can I price my IP for him to buy out?

3. If I exit the company, can I build something similar again? Or am I bound legally to not do so unless I sign a contact?

Thanks!

15 comments

[ 3.4 ms ] story [ 49.6 ms ] thread
austincheney
If the idea is related to the subject or work of the current company then in court they can claim inception for your later similar work. This happened in the case where an action figure designer left Mattel to produce new (and completely unrelated) action figures at home. In court Mattel claimed the inventor form the idea for the new concept while employed at Mattel and the court agreed so Mattel took position of the new idea. While the new idea was functionally different it wasn't novel enough to qualify as original apart from the inventors prior experience doing similar work.

To be more safe I would wildly alter the idea so that it applies in different functional applications for industries the current employer has no interest in performing. Then, at the very least, they cannot claim violations of non-compete status and you have a wider field of novelty.

[deleted]
(comment deleted)
Raed667
One single piece of advice: Lawyer up!
DanBC
You've asked a bunch of legal questions but haven't said where you are.
tylercubell
You and your co-founder(s) need to sign a contract that A) acknowledges your full ownership of the gesture IP and B) allows you to start a similar company. I would suggest hiring a lawyer to draft a contract and help negotiate terms.
jayantrao94
Co-founder refused to do the B) And A) Yes I can do that
sharemywin
Why not create a spin off company which has a license in old companies tech.

maybe leave some of your initial equity in old company in tack. seems like a win-win.

if your company takes off and there's doesn't, they win. and vis-versa as well.

boniface316
I was in the similar position where I built the tech and the co-founder had the idea. The bottom line is that whether you sign the contract or not, if you have gotten compensated for your work through shares or money, then the IP is owned by the company.

If you think your co-founder is going to take you to court, then don't do it. I learned my lesson that fighting it in the court is expensive and useless. Only person that is going to win would be the lawyer. You are never going to get an investor with a pending lawsuit. Every bit of money you are going to earn, you will spend it on the lawyers and its not cheap. Whether you are right or wrong, the lawyer needs to prove it. Sometimes they can have legitimate case sometimes they don't. But it doesn't matter...it will take years before it get settled. Until then you will be living off of whatever you got left from the lawyer's fees.

I have been there. Not worth it.

hluska
Do you have a co-founder agreement?? What does it say about dissolution?
[dead] rootme
Do it on your wife name..
sctb
We've banned this account. We're happy to unban accounts if you email us at hn@ycombinator.com and we feel you'll post only civilly and substantively in the future.