I know in Canada at least, unless otherwise stated copyright stays with the creator (in a contractor relationship, other way around for employees) and you've simply licensed them use of the code. So you're only bound to anything you've verbalized (that can be proven) and written down (think emails). I know our copyright laws are a bit different from the US though, so it's worth being prudent first (always is :).
And if he breached, what would he have to give back to the founders that was given to him for the code?
Also, if the code was given in return for equity (or the promise of equity), then he is an owner and should have a say in the decision to accept the investment and negotiate the terms.
I agree that the final stock agreement depends on the investor's lawyers (provided everything works out), but how the equity is divided before that is between the founder and the coder.
That is true, but only if you can prove there was an oral agreement. That is why written agreements are considered better, you have physical proof.
With an oral agreement you'll need to convince a judge or jury that both sides agreed to said contract, otherwise you could be SOL.
In a situation like this, if the idea is stellar enough (and you understand it enough) that you could do the idea without them and it would likely be successful, I would take it and form your own company, potentially file for patents on anything new, and look immediately for investors.
In the world of business there are two key things which separate one from another, and both must be present. The first is material, code, visual/displayable proof of concept, prototype, or product. The second is money to execute and grow the material and code. With those two things, you'll have the upper hand against them at any time. Some will argue in the long run, if they manage to survive being beaten out in the beginning by product and money, that they may have a greater vision or business sense to execute it more efficiently, but the success would be unlikely. From your description of them I would think they would quickly crumble under the matter and the fact that you did what he's so scared of and he drove you to do would render him utterly useless/dysfunctional.
THAT IS JUST MY POSITION AND TAKE ON IT. I AM NOT A LAWYER AND DO NOT CLAIM TO BE CURRENT OR ABSOLUTE IN MY LAW KNOWLEDGE. THE ABOVE IS JUST MY OPINION AND VIEWPOINT ON THE TOPIC IN QUESTION.
Yeah, but he's being asked to sign over ownership, in order to begin the process of receiving equity. If he signs that, they have every opportunity to screw him, which they do not have now.
Were not asking for anything outrageous, we just want to know what is In the stock agreement. When you're told sign here and well tell you by those that have lied multiple times, that is the problem
I agree. That is an interesting point.
http://www.google.com/search?q=patent+fraud+%22must+be+the+i...
The person requesting the patent must be the inventor