Is an e-mail (6 years ago) an agreement?

Log in to reply
T

tinysteps

Free Member
Nov 1, 2013
12
0
  • #1
    Hi,

    I have a query that I could do with some help/advice on please.

    Back in 2013, I asked 2 friends to write some code for an idea and in exchange they could have 20% (total) of the business.

    No business is registered and all communications were through e-mail only.

    They couldn’t write the code as they were not skilled enough and so we would have to pay someone. I said they should pay all this cost (as that was why they were brought on board) and they disagreed. In the end I said if they wanted to pay 20% of all costs, they could keep their share. They never actually responded to say they agreed and over the next few months they slowed communication and stopped liaising on it altogether. They never asked to pay me any money to cover their ‘share’. I also put a lot of time into it then which was also not accounted for.

    5 years later (now), I am going to revisit this idea and I am concerned if it makes any money, they will still think they are owed a share.

    I need to understand legally if they have a claim. What constitutes an agreement and would an e-mail from this time (without even an e-mail signature) be enough for them to insist on their ‘share’?

    Any advice is really appreciated.

    Cheers, TS
     
    MikeJ

    MikeJ

    Free Member
    Jan 15, 2008
    6,955
    2,248
    Northumbeland
  • #3
    An agreement is an agreement - doesn't matter if it's email, letter, carved in stone, signed in blood.

    However, they've clearly not fulfilled their part of the agreement, so they've no claim. To be safe, I'd tell them that you're revisiting the idea and the agreement is no longer valid as they've not complied in a reasonable time.
     
    • Like
    Reactions: tinysteps
    Upvote 0
    O

    obscure

    Free Member
    Jan 18, 2008
    3,370
    879
    The world
  • #4
    +1 to what Mike said. If they didn't meet their obligations under the contract they don't have a right to the shares - though if you already awarded them it may be expensive to get them back.

    Also, is there an option to revist but using a newly minted Ltd that they don't have shares in?
     
    Last edited:
    • Like
    Reactions: tinysteps
    Upvote 0
    T

    tinysteps

    Free Member
    Nov 1, 2013
    12
    0
  • #5
    Thanks for all the comments.

    Seems to be 2 options to cover any issues:

    1) I ask them now, before I fully revisit, for 20% of all costs to date. If they refuse to pay, they are clearly leaving the agreement.

    2) I use a new name and re-visit under a different identity. Problem with this that I want to use old graphics and also they may argue similar names are purposely trying to avoid the past agreement which might not look so good.

    If I do go with option 1, will I be entitled to add on all my (reasonable) time as well?
     
    Upvote 0
    K

    kkfcXHzmCc

  • #6
    tinysteps said:
    Thanks for all the comments.

    Seems to be 2 options to cover any issues:

    1) I ask them now, before I fully revisit, for 20% of all costs to date. If they refuse to pay, they are clearly leaving the agreement.

    2) I use a new name and re-visit under a different identity. Problem with this that I want to use old graphics and also they may argue similar names are purposely trying to avoid the past agreement which might not look so good.

    If I do go with option 1, will I be entitled to add on all my (reasonable) time as well?
    Click to expand...
    1 - You do not ask them to take part, in any way; get someone else. Lots of programmers out there.
    2 - I'll make you a bloody logo for free; don't put yourself in any risky situations for no reason.

    Honestly, DO NOT ask them to partake in any way. State what you are doing, let them know that you're revisiting the idea and since they haven't communicated in so many years; you will not be requiring them and thus no 20%.
     
    • Like
    Reactions: tinysteps
    Upvote 0
    C

    Chris Ashdown

    Free Member
    • Dec 7, 2003
    13,384
    3,002
    Norfolk
  • #7
    Your starting a new business but wanting to use the old graphics , WHY its such a small part virtually zero in the marketing costs the company will have, and 5 years designs have probably moved on to fresher ideas

    You need to pay a solicitor to give you reassurance they are not part of the new company which i assume will be limited

    As they failed to work with you before why would you even consider working with them now, Keep your 100% shares and if needed just hire people or companies to do the work required
     
    • Like
    Reactions: tinysteps
    Upvote 0
    T

    tinysteps

    Free Member
    Nov 1, 2013
    12
    0
  • #8
    'You do not ask them to take part, in any way; get someone else. Lots of programmers out there.'

    'As they failed to work with you before why would you even consider working with them now, Keep your 100% shares and if needed just hire people or companies to do the work required.'


    I don’t want to work with them now - I am just trying to ensure they know they are not involved and so are not due anything if it has any success. They are still friends which makes it difficult. We have not spoken about it in years, but I know if it has success one of them would pursue it.

    Option 1) seemed an amicable way. I spent X amount on this 6 years ago and I am going to be spending X amount more now. It hasn’t made any money but as I agreed 6 years ago you can have 20% if you pay 20% of all costs. I can’t see any reason they would hand the money over so they would exclude themselves.

    Aside from the graphics, the name of my product (domain etc.) is a big part of it so they might claim an entitlement to that.

    I suppose I am back to the same question; does the agreement stand up. Yes, they havn't fulfilled their part of the agreement (paying me 20% costs in the past) but, I have never asked for it. As has been suggested a quick chat with a solicitor / commercial lawyer seems the best bet.

    Thanks for the comments all. TS
     
    Upvote 0
    Newchodge

    Newchodge

    Moderator
    • Business Listing
    Nov 8, 2012
    22,686
    8
    7,991
    Newcastle
  • #11
    Please try to understand the difference between you personally and any limited company that you own.

    If you personally own all those things, even if these people did have 20% of the company (although I cannot for the life of me see why they should) why would that give them 20% of the things that you personally own. Would it give them 20% of your car?
     
    • Like
    Reactions: tinysteps
    Upvote 0
    K

    kkfcXHzmCc

  • #12
    tinysteps said:
    Me - personally
    Me - personally
    Me - personally
    Me - personally

    The 'agreement' says they have 20% of the company though, so that would include 20% of the above would it not - if they are used for the company.
    Click to expand...

    If you, you, you, you - then they can't do anything. Technically speaking.
    If it's the LTD company, then that's different. They have (HAD) 20% of your idea, initially speaking when you first did it. However, they own jack s**t now.
     
    • Like
    Reactions: tinysteps
    Upvote 0
    T

    tinysteps

    Free Member
    Nov 1, 2013
    12
    0
  • #13
    Thanks again for the comments. I think I confused it saying 'they might claim an entitlement to that' - I understand I own those things and they have no entitlement to them directly, but they are a part of the idea still. If I make a Ltd company and make some profit, do they have a right to a 20% share of that irrespective and based on an e-mail 6 years ago?
     
    Upvote 0
    Newchodge

    Newchodge

    Moderator
    • Business Listing
    Nov 8, 2012
    22,686
    8
    7,991
    Newcastle
  • #14
    tinysteps said:
    Thanks again for the comments. I think I confused it saying 'they might claim an entitlement to that' - I understand I own those things and they have no entitlement to them directly, but they are a part of the idea still. If I make a Ltd company and make some profit, do they have a right to a 20% share of that irrespective and based on an e-mail 6 years ago?
    Click to expand...
    YES they do, IF and ONLY IF they have complied with the agreement made in those emails. You are asking the wrong questions. 6 year old emails are enforceable. ON BOTH SIDES. Their right to 20% was conditional on their paying whatever. They didn't pay they have no right. If that is what the emails say. We have no idea what the emails say. That is why you need to take all of them to a commercial lawyer
     
    • Like
    Reactions: nelioneil, tinysteps and Paul Kelly ICHYB
    Upvote 0
    T

    tinysteps

    Free Member
    Nov 1, 2013
    12
    0
  • #15
    Newchodge said:
    YES they do, IF and ONLY IF they have complied with the agreement made in those emails. You are asking the wrong questions. 6 year old emails are enforceable. ON BOTH SIDES. Their right to 20% was conditional on their paying whatever. They didn't pay they have no right. If that is what the emails say. We have no idea what the emails say. That is why you need to take all of them to a commercial lawyer
    Click to expand...

    Many thanks to all. TS.
     
    Upvote 0
    The Resolver

    The Resolver

    Business Member
    • Mar 31, 2006
    3,850
    4
    1,621
    Chester and London
    www.boardroomresolve.com
  • #16
    You seem fairly in the clear so far as any potential to claim breach of contract, albeit I would really need to know their side of the story. This is fundamental breach - they did not perform, nor have the skill to perform, their side of the contract. Subsequently when you offered a separate contract whereby they pay the 20% they failed to accept your offer. If they will get to know anyway once you launch and they are personal friends (and assuming you prefer to retain their friendship) then I suggest you do raise the subject rather than wait for them to find out.

    But a separate issue is with regard to the IPR in the code. Has code been written , and ,if so, by them or by someone else you/your company paid?

    A to the 'business idea' there is no ownership in ideas. As to the logo/graphics who produced them?
     
    • Like
    Reactions: The Byre
    Upvote 0
    T

    The Byre

  • #17
    Once again, Comrade Ross has nailed it!

    Tell them what you are up to and they will probably go "Yer, like whatever!"

    But this reminds me of those wannabe rock bands that get into legal wrangles over who wrote what song, when they have not even recorded the damn thing yet, let alone gone on the road and earned some money! In other words, beware of becoming bald men fighting over a comb!
     
    Upvote 0
    Log in to reply

    Latest Articles

    Join UK Business Forums for free business advice
    Top Bottom
    Community
    Articles
    Menu