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Fairness and Setting Up a Business

10/25/2009 6:17 PM

Its about sharing a business. Here is the scenario:

Person A, an inventor, worked for 20 odd years on a new "industrial devise" for lack of a better description. He has spend perhaps 10,000 – 15,000 hours or more and given all his spare time and in later years his full time in its development.

Person A meets person B, a sales man, who finds person C, a manufacturer that can use that product of inventor A.

Person C agrees to try a prototype. Person A works for now 1 ½ years designing a specifically requested size to meet the manufacturers needs.

Person B and C agree to contribute each $ 10,000, Person A says he pays at least that or more if cost rise above 30,000. Person A has spent already ~ $ 9000 for a draftsperson during the last year.

Person B also finds a manufacturing firm to do most of the machining.

Person B now proposes to create a firm, each providing $ 10,000 for initial capital of 30,000. Fabrication costs of all parts are in the range of 30,000 plus ~ 10,000 for the draftsperson using SW already spend.

"B" now suggests for an even 1/3 ownership for each A, B and C and to share losses and profits equally at 1/3.

Would that be fair? "A" has spent an enormous amount of effort and some money to come thus far to be at a stage that a prototype could be build and tested. "B" really has only made contacts so far. What would be a fair proportion of ownership?

Any suggestions will be welcome. Thanks.

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#1

Re: Fairness in business set up

10/25/2009 6:52 PM

I'd say what would be fair would be 80:10:10 - but life ain't fair. Have you gone too far to pull the plug if you can't get, say, 50:25:25?

Then again, I was once given a long lecture by an entrepreneur/salesman - it boiled down to "Do you want 10% of £10,000,000 or 100% of bugger-all1?".

Glad I'm not in your position - good luck.

1 Hypothetical project/product - and said entrepreneur was talking about putting up the first £100K.

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#2

Re: Fairness in business set up

10/25/2009 8:42 PM

Oh, my god!

Person D never arrived on the scene (A.K.A. the person A's attorney).

What was person A thinking?

Anyway, thanks for demonstrating how to screw up a business partnership.

Just a thought to remember: the only ship that will not float is a partner-ship.

You want a suggestion? Get an attorney. Yeah, you can get all kinds of advice on this forum, but the truth is, it is pretty much worth exactly what you are paying for it - nothing.

Get an attorney. Frankly, that is what I would have done with my first $10,000.

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#3

Re: Fairness in business set up

10/25/2009 10:44 PM

If I was person A, I'd say, You know, My investment in kind is already worth Something. SO I will agree to one third each if our agreement also incorporates terms to Reimburse me for prior development expense or to purchase my exclusive right s to this invention per the proposed schedule out of gross proceeds, each year until the sum of $###### is reached;

Recouping your Your inkind investment in the thing itself is different than your interest in owenrship of the company. Set the terms to sell the right as a separate issue; your interest in the company based solely on foundational cash $10000 each is another issue.

I'd say " it sounds fair to me, if you guys agree that our company will purchase the rights to my invention in a series of payments at $XXXX per year until $XXXXXX is paid, at which time the invention solely belongs to the company."

Separate ownership of the invention Issue 1) for which person A wants paid, from equity position in the company Issue 2, which is expected to be reflective of cash put into the enterprise. As long as they see only issue 2, person A will remain frustrated at no recompense for the "in kind gift of the invention."

On another topic, hopefully person A has patent and nondisclosure and noncompete agreements completed between all parties???

milo

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#4

Re: Fairness in business set up

10/26/2009 1:00 AM

Seeing as how there are probably some extenuating circumstances, it could be deemed as "fair", but I don't know for sure. One thing I do know for sure is that it definitely is not equal!

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#5

Re: Fairness in business set up

10/26/2009 1:04 AM

Both AH and Milo are correct.

Milo knows me well enough to know I didn't screw it up last time, even though the thing hasn't flown, I had an attorney involved, if as nothing else, as a credible witness.

Fair has little to do with it.

Getting a paycheck is the goal.

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#6

Re: Fairness in business set up

10/26/2009 1:17 AM

Hello, I would like to comment on this, with a 'been there kind of insight'.

I preface this with age old wisdom. "A bird in the hand is worth two in the bush" and secondly "A half a loaf is better than no bread".

Now for the personal stuff. If a person has spent 10-15k hours developing something, he should have spent at least 50 hours protecting that investment with a top class law firm as another responder has already stated.

It shows a lacking of self worth or ability to see the wood from the trees, as an inventors mind has to be dulled by such a lengthy fight to invent something he feels is worth while to spend 10-15k hours on.

If he has not made too many commitments to 'B' and 'C' he should stop now and protect himself.

Reality: If 'B' and 'C' have truly got the ability to commit money and time to his project and can bring it to a conclusion which makes money now, he should accept their terms as it is a " bird in the hand".

Personal Opinion:

The reason he has spent 20 years developing the device has to be questioned and answered truthfully. Is it that he has not really developed the concept completely and should have asked for help earlier on? This would have moved the project along at a reasonable pace. On the other-hand he may not have had the cash to pay for help or he may have been too selfish to allow others to help him.

Regardless, it comes down to his not spending the time and a little money up front, to quickly explore whether it is worth devoting time and money to an invention. This is a tough lesson for all inventors. Inventors need to spend time at the outset of the project to quickly explore the concepts and make quick mock-ups or write down as many scenarios as they can visualize. They should then have independent experts or outsiders review the concept with them.

I firmly believe that friends can not give an inventor the cold harsh independent opinion necessary to assess an inventions worthiness.

An inventor will ask those he knows will agree with him and who won't hurt his fragile conceptual thinking.

He always wants to bring it further along before taking the wraps off. This is wrong headed.

If it is worthy of being called an invention, it will stand up to scrutiny from the earliest unveiling of the concept. The earlier the better, as it will reduce time wasted on ideas that are not viable.

I have been in all the scenarios that I mention here. It does not matter if the idea or invention is the next cure for cancer or a better mousetrap, it needs to be assessed for viability quickly, early and constantly.

Emphatically, can it be developed in a reasonable time frame to make it viable for a lone inventor to pursue or is it necessary for many heads to work out the details in a reasonable time to make it viable.

A lone inventor can certainly be left in the predicament that it will take many man years to complete his project. He has to ask himself can he be subjective enough to assess the true time it will take to develop his invention. If he is doubtful, I propose that he needs help quickly.

If he assesses right from the start that it will take 7.5 man years of labor or 15,000 man hours to develop his idea he will plan his life and family life much better and will not give it all away to a swift talking salesman and his friend.

The whole scenario and O.P's question of fairness should never arise with any inventor but it does, as inventors allow it.

I hope that I have not been too negative here but it is sad to hear of such a story.

Finishing remarks that may guide the next poor inventor:

  1. Assess the viability of your concept as quickly as possible with as little outlay of time and money as possible.
  2. Imagine you have no money and even less time to develop your idea to a point where you can sell the idea to your target market.
  3. Assess whether you can go it alone or you need help. Be subjective.
  4. Double the time and cost you think it will take and see if you could sustain it.
  5. Do not be greedy, bring in help early and be prepared to share the benefits of a speedy development.
  6. Spend as much time in the initial conceptual stages of development to asses viability as you do in development itself.
  7. Do not waste your time and your family time on a pipe dream.
  8. Do something worthwhile and be as sure as you can of a payoff.
  9. Lastly, run as fast as you can from an idea that independent people tell you is not viable, unless you have lots of free time and money and you are open to gambling with your and your family's precious time, energy and $.

I hope your friend prevails in his endeavors. Good lick.

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#11
In reply to #6

Re: Fairness in business set up

10/27/2009 9:53 AM

Excellent answer - I have been A & B & C and can vouch that a partnership has almost NO chance without these suggested foundations. Good legal and accounting advise up front is invaluable. Always keep in mind - nothing in business is constant, everything changes with time (costs, markets, goals, attitudes, etc). Like a marriage, if the partners are not committed to working on all aspects, misery and often failure are almost certain.

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#7

Re: Fairness in Business Set Up

10/26/2009 8:04 AM

"Business Ethics" is an oxymoron.

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#8

Re: Fairness and Setting Up a Business

10/26/2009 6:10 PM

A big 'thank you' goes out to all contributors, all were good answers and served me well, including the shortest one.

Surely I will need an attorney, got that message. Likely that money is well spent.

As to the point 'its as much worth as what I pay for', I agree in detail but in the direction to take all answers were very helpful.

Yes, I had NDA's signed. So I should be alright, but one never knows for sure. The point, one has to be careful with partner-ships as these may not float too well, is well taken. I also agree, in case the prior work is counted in and assessed one may consider and continue.

Normally, an investor who contributes the lions share and pays all future expenses has a right to ask for a big share of perhaps 20 up to 51 % or even more. If that would be the case I would see the "bird in the hand" and see it as fair, especially if that investor has business experience, a proven track record and has the connection to bring the invention to market. That would be a completely different story.

However, two people who each put in less than Person A have absolutely no right to ask together for 2/3 ownership. Specially when none of the two have the money nor the business experience to make a product out of the invention and bring it to market. The two B and C are no better equipped than person A to "market" the invention. To me it is unheard of to give away 2/3 to essentially nobodies in the business world. That is as I see it anyway.

Thanks also to 2tinker who put in a good deal of effort. This answer and all others were much appreciated. Thanks.

Regards

Floram

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#9
In reply to #8

Re: Fairness and Setting Up a Business

10/26/2009 7:24 PM

Good luck - & keep us posted.

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#10

Re: Fairness and Setting Up a Business

10/27/2009 8:05 AM

You don't tell us whether person A owns the rights to the invention via patents, etc. In any case, a successful company needs all three people. If A,B, and C are friends and agree on most business related issues, I don't think it's wise to let ownership of the enterprise be a deal breaker. If ownership were equally split, then A could license the corporation to produce or sell the item. That way A would get a bigger piece of the pie to re-emburse him for his past contributiions.

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#12

Re: Fairness and Setting Up a Business

11/02/2009 2:41 PM

It would be fair!!! the time invested is not relevant to the equation!

Without a customer to buy the product,you are multiplying by zero!

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#13

Re: Fairness and Setting Up a Business

11/29/2009 5:14 AM

My dear ol' dad always told me:

Son there is only one time when you really need a partner.

When you're loosing money.

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2tinker (1); Anonymous Hero (1); Anonymous Poster (1); BiomedWV (1); Floram (1); JohnDG (2); kay williams (1); Milo (1); PWSlack (1); Transcendian (1); U NO WHO (1); welderman (1)

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