rafaelm2006
02-09-2009, 02:23 PM
I'd appreciate any help anybody here could give me on this. My question is do I have the right to terminate this contract and move on with my own business. Thanks in advance
I entered into a contract with a Partner to develop a document management software in August of 2008. Prior to this I had signed a contract between a client and my own company to build this particular client a document management software. Because I had a lack of funds to hire a technical advisor, I entered into the 50/50 Partnership Agreement with my cousin assuming he would contribute equally to the Partnership. We followed this up with creating an S-Corporation in California under the same name mentioned in the Partnership Agreement.
As time passed it became clear that my Partner was taking advantage of the situation and not contributing his share to the business. The client that the software was being developed for began getting frustrated as it was taking too much time to deliver the software. Two weeks ago I dissolved the corporation with the State of California because I had 50% of the shares.
I feel that I am entitled to walk away from this partnership because:
1)At the time the corporation was dissolved, there was no actual software product created.
2) The original deal with the first client was made between me personally and the client, not the company I set up with my partner.
3) My partner misrepresented his experience and credentials going into business, which I discovered when I found his resume. He said he had 3 years of experience and only had 1. This lack of experience affected the development of business.
4) My partner did not contribute equally in effort to the development of the company as evidenced by the work done. My partner played no part in technical advice/development of the product outside the scope of minor technical details (getting system to work on a server environment).
5) My partner's assumed responsibilities as CIO were handled entirely by me including setting up website and related technical duties.
6) My partner refused to perform certain tasks, was never timely with tasks he was assigned which led to huge delays in the software development.
7) My partner refused to contribute financially to any portion of the business so all debts were incurred by me, burdening me with the entire Financial Responsibility of the company. *ALL EXPENSES for the software development were paid for out of my personal savings.
8) My partner made things very difficult with the developers that were hired which made them threaten to quit the project, extended numerous complaints about the way they were treated.
9) My partner tried to bribe the developers to stop working with me and start working with him.
10) My partner made things increasingly uncomfortable by demanding that my fiaacee be cut out of the proceeds of the company through a buy-sell agreement.
11) My partner Compromised The Integrity of my client's database in breach of a non-disclosure agreement they had signed with him and refused to destroy database when asked by me.
I entered into a contract with a Partner to develop a document management software in August of 2008. Prior to this I had signed a contract between a client and my own company to build this particular client a document management software. Because I had a lack of funds to hire a technical advisor, I entered into the 50/50 Partnership Agreement with my cousin assuming he would contribute equally to the Partnership. We followed this up with creating an S-Corporation in California under the same name mentioned in the Partnership Agreement.
As time passed it became clear that my Partner was taking advantage of the situation and not contributing his share to the business. The client that the software was being developed for began getting frustrated as it was taking too much time to deliver the software. Two weeks ago I dissolved the corporation with the State of California because I had 50% of the shares.
I feel that I am entitled to walk away from this partnership because:
1)At the time the corporation was dissolved, there was no actual software product created.
2) The original deal with the first client was made between me personally and the client, not the company I set up with my partner.
3) My partner misrepresented his experience and credentials going into business, which I discovered when I found his resume. He said he had 3 years of experience and only had 1. This lack of experience affected the development of business.
4) My partner did not contribute equally in effort to the development of the company as evidenced by the work done. My partner played no part in technical advice/development of the product outside the scope of minor technical details (getting system to work on a server environment).
5) My partner's assumed responsibilities as CIO were handled entirely by me including setting up website and related technical duties.
6) My partner refused to perform certain tasks, was never timely with tasks he was assigned which led to huge delays in the software development.
7) My partner refused to contribute financially to any portion of the business so all debts were incurred by me, burdening me with the entire Financial Responsibility of the company. *ALL EXPENSES for the software development were paid for out of my personal savings.
8) My partner made things very difficult with the developers that were hired which made them threaten to quit the project, extended numerous complaints about the way they were treated.
9) My partner tried to bribe the developers to stop working with me and start working with him.
10) My partner made things increasingly uncomfortable by demanding that my fiaacee be cut out of the proceeds of the company through a buy-sell agreement.
11) My partner Compromised The Integrity of my client's database in breach of a non-disclosure agreement they had signed with him and refused to destroy database when asked by me.