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Question

Six years ago I was hired by two other guys on an income split deal to build some Facebook games/apps right when the market was hot. I handled the programming/dealing with players issues, the other guys handled the business side of things/monetization. For five years this was a great deal, however recently it has turned into me running the whole show and them doing very little. As that has happened they have began making decisions which negatively affect me (e.g. hiring people who aren't really needed IMO, but they think that we should have), this has gotten worse over the past few months and as a result I'm almost working for free now since the income split happens after everyone else is paid.

I feel that they are trying to force me out but don't have the guts to tell me that to my face. However, I did not code the apps in a way that another person could ever pick up on, so I do not believe that another person could take the apps over without significant effort and training by me. If I try to leave I am put in a bad spot as I will be abandoning the users who have invested significant amounts of money ($10k+) into these apps. Although these are not my apps, these are apps under their business, I am just a consultant for them who runs it. However, I am also the public face of the apps to the users.

I am at a loss of what I can do here, I just see two options right now. None are ideal:

(1) Walk away for a job I can support myself on and knowingly screw over the users since no one would be able to manage the apps

(2) Keep working on it at a loss while making my bosses who have abandoned the apps money for doing nothing

I can't do (2) for very long because my savings will run out soon. But I also feel terrible about abandoning the users which have been so loyal to us for 6 years. My bosses do not seem to care about how invested these users are and how upset they will be if they do not have a person running it anymore.

I have repeatedly tried to talk to them about minimizing costs so I can make this work
However, they feel they are more senior than me and know better than me and don't usually take my advice.

What is the best way to get out of this situation with minimum collateral damage?

Try consulting a lawyer. I'd even consider private consulting of your customers after you leave the company, but make sure there are no legal issues with that. — Jul 12 '13 at 7:17

score 13 · Answer 1 · 2013-07-12 07:37:24Z

However, I did not code the apps in a way that another person could ever pick up on, so I do not believe that another person could take the apps over without significant effort and training by me.

This makes you a bad developer, but fortunately puts you in a very good position to negotiate. When this is true and your partners are aware that their business will go down the drain without you, they shouldn't let you go that easily.

You should re-negotiate your agreement with your partners and demand a fixed salary. But before you do that, let a lawyer check your contract with them (you do have a contract, I hope) to make sure that you actually can get out of it easily.

Also don't think that you owe the users any personal favor. It's a job for you. You are doing it for the money. When the money doesn't come, you have no reason to work. When you communicate this properly (after you quit, not before), your users will likely understand that and put the blame on your partners, not on you.

By the way: Considering that you used to be an equal partner, you might still be partly eligible for copyright of your work even when you quit. So you might still have the right to receive a share from your ex-partners when they manage without you. Details should be in the contract you made with them. When it isn't, it's for the law to say who owns what to whom. Ask your lawyer about how much you can get out of them.

Yep, my entire answer has been included in this one. Perhaps I shouldn't have written a novel? — Jul 12 '13 at 7:37
Yep. I did not code it the way it would allow me to be easily replaced. Does that make me a bad developer or a smart developer? We're taught as developers to code in a way which allows for self-documenting code. And while that's best for the business you are coding for, it's bad for you since you are easily replaceable. — Jul 13 '13 at 20:28
@Jeff People who write understandable, maintainable code and can document it clearly are a rare and precious resource which is hard to come by. This makes them even less replaceable. Maybe you are replaceable on each project you took part in, but you won't be replaceable for the company as a whole. See also this question on programmers.stackexchange.com programmers.stackexchange.com/questions/111846/â€¦ — Jul 14 '13 at 14:59
In theory I agree with you. But in a practical sense it does not always work like that. — Jul 19 '13 at 1:26

Communityâ™¦ 1 · Answer 2 · 2017-04-13 12:48:42Z

Executive Summary

While your heart is in the right place, sacrificing yourself to protect others from liability isn't a bright idea.

You are the one with the leverage here, and struggling to bail out a sinking ship will only hurt you in the long run.

Check Your Contract

You say you are a "consultant" and that they own rights to the software. Check to make sure you don't have any shares of the company, and are not otherwise liable for anything the business owners do.

Regardless of whether or not you acted as the face of the company, so long as you are not contractually obligated to the users directly, any losses or hardship they suffer is on the shoulders of the owners they signed the contract with.

If you do not understand your contract, or do not have a contract, or have a contract that was not thrown together and reviewed by a lawyer, it may be worthwhile to consult with an attorney to figure out your potential liability.

The point is you want to make sure that no matter what choice you make (staying or leaving), you are not responsible for any future mistakes the owners may make.

If You Leave, Avoid a Guilty Conscience

If you do decide to leave, be sure not to communicate it to the users in any way that may harm the company who owns the software. This answer may provide a bit more info on this part.

The point is that if you tell the users you are leaving and that you will no longer be supporting the software, you may be liable to the company for any damage to their business/reputation. I recommend not giving the owners any reason to screw you.

At the end of the day, it is the responsibility of the owners to handle this. Maybe clients will be unhappy, but they are not your clients, and if they were in the same situation, they would likely make the same choice. Working for free to do the owner's job is not something any rational client should expect from you.

If You Want to Stay, Negotiate

You are holding all the cards here. If you leave, they lose 100% of their revenues. After checking your contract, there is a possibility that there is no requirement for you to train a replacement. If they are being unreasonable, then you can take a hard line stance, and they are stuck holding the bag.

Here are some things you can try to negotiate:

Payment

If you are a pure developer, and they are on the business side, it makes no sense incentive-wise for your income to decrease because expenses are increasing faster than revenues. They are responsible for balancing new sales and expenses, and if they cannot increase sales at the current expense level, that is their responsibility as business owners.

You can negotiate this in several ways:

Get a fixed salary rather than profit-sharing

Change profit-sharing to revenue-sharing

Mix a fixed-salary with revenue-sharing

Ownership

Currently they own the product, and you just maintain it. If you leave, and they're screwed, this gives you leverage to flip the business the other way. Offer to buy the product and have them get paid a portion of increased revenues (basically, make them get paid on commission as salespeople). This will increase your liability (since you will be responsible to the users with no cushion), but it will also give you more flexibility to run the business and treat the users as well as you feel is necessary.

Alternatively, if you can find a company that would like to purchase the product, you can negotiate a deal to work with them to maintain it if they buy out the current owners, meaning you would still be working for someone, but you would be able to renegotiate the conditions of employment and better your situation that way.

If expenses are increasing without revenues increasing significantly, that should not be your responsibility as a developer. You are not responsible for absorbing their lack of business ability. If they want to keep you, you can ask to be paid a fixed salary (which should be significant, as you are the only person who can do it), or to be paid a fixed salary plus a portion of profit sharing.

Ancillary Business

If you want to support the users but don't want to work for the owners, you can look in to creating your own business to support the software you wrote without owning it. This would still put money in to the pockets of the owners, but it would also give you a separate revenue stream.

If you want to create a spin-off business that creates add-ons or the like for these products, please check your contract carefully as well as consult a lawyer and checking what the policies for Facebook, etc. are for this type of activity. There is a good possibility it wouldn't be allowed, but it can't hurt to check.

Don't be Afraid to Walk Away

If they are unwilling to negotiate, they are the ones that get screwed. So don't be afraid to walk away. Give it an honest shot, but don't bend over backwards for people who aren't willing to bend their knees even one degree.

Lessons Learned

Whatever you decide, learn from your mistakes.

Beware Profit Sharing

Profit sharing works when you co-found a business. You have a seat at the decision-making table and an incentive to work to maintain the value of those shares. Profit sharing does not work well if you are a consultant, because you essentially foot the bill for the owners' expenses, and they have an incentive not to grow the business or manage expenses (especially if they are less-than-ethical and hire people in exchange for kickbacks or other favors).

Don't Sell Away Your Rights

If you are the only one who can do something, then don't sell away your rights. Keep ownership of your work, and license the right to use it. How different would this situation be if you had developed the product and sold them a license as the sole distributor each year? You could just revoke the license and sell it yourself if you're doing all the work.

Consult a Lawyer Early

It's all fun and games at the start. But when serious money starts moving hands, spend the money and consult an attorney. Make sure the contract is good and reflects your interests (while limiting your liability). If you don't and you get screwed, you have only yourself to blame.

I guess what's making this difficult is the personal relationships I've gained with many of the paying users. Abandoning them is also abandoning the relationship you've developed with them over the past six years, so it feels more complicated than just a business decision. If I was behind the scenes and not interacting with the users on a daily basis it would be a much easier decision to leave. My new goal is now at getting a fixed monthly wage + profit sharing. You also have a great idea about the ancillary business! — Jul 13 '13 at 20:43

score 3 · Answer 3 · 2014-03-13 23:35:57Z

Option 1 is your only option.

You are being used, and I can almost guarantee if you are paid after everyone else at least one of the people hired will be the "idea guys" spouse being paid generously for "consulting".

If you leave you aren't in a bad spot. The users might be screwed, these two guys might be screwed, but you are fine. If you are the public face, on your own private hosting explain why, thank everyone for being involved, wish your company well and leave.

score 13 · Answer 4 · 2013-07-12 07:37:24Z

However, I did not code the apps in a way that another person could ever pick up on, so I do not believe that another person could take the apps over without significant effort and training by me.

This makes you a bad developer, but fortunately puts you in a very good position to negotiate. When this is true and your partners are aware that their business will go down the drain without you, they shouldn't let you go that easily.

You should re-negotiate your agreement with your partners and demand a fixed salary. But before you do that, let a lawyer check your contract with them (you do have a contract, I hope) to make sure that you actually can get out of it easily.

Also don't think that you owe the users any personal favor. It's a job for you. You are doing it for the money. When the money doesn't come, you have no reason to work. When you communicate this properly (after you quit, not before), your users will likely understand that and put the blame on your partners, not on you.

By the way: Considering that you used to be an equal partner, you might still be partly eligible for copyright of your work even when you quit. So you might still have the right to receive a share from your ex-partners when they manage without you. Details should be in the contract you made with them. When it isn't, it's for the law to say who owns what to whom. Ask your lawyer about how much you can get out of them.

Yep, my entire answer has been included in this one. Perhaps I shouldn't have written a novel? — Jul 12 '13 at 7:37
Yep. I did not code it the way it would allow me to be easily replaced. Does that make me a bad developer or a smart developer? We're taught as developers to code in a way which allows for self-documenting code. And while that's best for the business you are coding for, it's bad for you since you are easily replaceable. — Jul 13 '13 at 20:28
@Jeff People who write understandable, maintainable code and can document it clearly are a rare and precious resource which is hard to come by. This makes them even less replaceable. Maybe you are replaceable on each project you took part in, but you won't be replaceable for the company as a whole. See also this question on programmers.stackexchange.com programmers.stackexchange.com/questions/111846/â€¦ — Jul 14 '13 at 14:59
In theory I agree with you. But in a practical sense it does not always work like that. — Jul 19 '13 at 1:26

Communityâ™¦ 1 · Answer 5 · 2017-04-13 12:48:42Z

Executive Summary

While your heart is in the right place, sacrificing yourself to protect others from liability isn't a bright idea.

You are the one with the leverage here, and struggling to bail out a sinking ship will only hurt you in the long run.

Check Your Contract

You say you are a "consultant" and that they own rights to the software. Check to make sure you don't have any shares of the company, and are not otherwise liable for anything the business owners do.

Regardless of whether or not you acted as the face of the company, so long as you are not contractually obligated to the users directly, any losses or hardship they suffer is on the shoulders of the owners they signed the contract with.

If you do not understand your contract, or do not have a contract, or have a contract that was not thrown together and reviewed by a lawyer, it may be worthwhile to consult with an attorney to figure out your potential liability.

The point is you want to make sure that no matter what choice you make (staying or leaving), you are not responsible for any future mistakes the owners may make.

If You Leave, Avoid a Guilty Conscience

If you do decide to leave, be sure not to communicate it to the users in any way that may harm the company who owns the software. This answer may provide a bit more info on this part.

The point is that if you tell the users you are leaving and that you will no longer be supporting the software, you may be liable to the company for any damage to their business/reputation. I recommend not giving the owners any reason to screw you.

At the end of the day, it is the responsibility of the owners to handle this. Maybe clients will be unhappy, but they are not your clients, and if they were in the same situation, they would likely make the same choice. Working for free to do the owner's job is not something any rational client should expect from you.

If You Want to Stay, Negotiate

You are holding all the cards here. If you leave, they lose 100% of their revenues. After checking your contract, there is a possibility that there is no requirement for you to train a replacement. If they are being unreasonable, then you can take a hard line stance, and they are stuck holding the bag.

Here are some things you can try to negotiate:

Payment

If you are a pure developer, and they are on the business side, it makes no sense incentive-wise for your income to decrease because expenses are increasing faster than revenues. They are responsible for balancing new sales and expenses, and if they cannot increase sales at the current expense level, that is their responsibility as business owners.

You can negotiate this in several ways:

Get a fixed salary rather than profit-sharing

Change profit-sharing to revenue-sharing

Mix a fixed-salary with revenue-sharing

Ownership

Currently they own the product, and you just maintain it. If you leave, and they're screwed, this gives you leverage to flip the business the other way. Offer to buy the product and have them get paid a portion of increased revenues (basically, make them get paid on commission as salespeople). This will increase your liability (since you will be responsible to the users with no cushion), but it will also give you more flexibility to run the business and treat the users as well as you feel is necessary.

Alternatively, if you can find a company that would like to purchase the product, you can negotiate a deal to work with them to maintain it if they buy out the current owners, meaning you would still be working for someone, but you would be able to renegotiate the conditions of employment and better your situation that way.

If expenses are increasing without revenues increasing significantly, that should not be your responsibility as a developer. You are not responsible for absorbing their lack of business ability. If they want to keep you, you can ask to be paid a fixed salary (which should be significant, as you are the only person who can do it), or to be paid a fixed salary plus a portion of profit sharing.

Ancillary Business

If you want to support the users but don't want to work for the owners, you can look in to creating your own business to support the software you wrote without owning it. This would still put money in to the pockets of the owners, but it would also give you a separate revenue stream.

If you want to create a spin-off business that creates add-ons or the like for these products, please check your contract carefully as well as consult a lawyer and checking what the policies for Facebook, etc. are for this type of activity. There is a good possibility it wouldn't be allowed, but it can't hurt to check.

Don't be Afraid to Walk Away

If they are unwilling to negotiate, they are the ones that get screwed. So don't be afraid to walk away. Give it an honest shot, but don't bend over backwards for people who aren't willing to bend their knees even one degree.

Lessons Learned

Whatever you decide, learn from your mistakes.

Beware Profit Sharing

Profit sharing works when you co-found a business. You have a seat at the decision-making table and an incentive to work to maintain the value of those shares. Profit sharing does not work well if you are a consultant, because you essentially foot the bill for the owners' expenses, and they have an incentive not to grow the business or manage expenses (especially if they are less-than-ethical and hire people in exchange for kickbacks or other favors).

Don't Sell Away Your Rights

If you are the only one who can do something, then don't sell away your rights. Keep ownership of your work, and license the right to use it. How different would this situation be if you had developed the product and sold them a license as the sole distributor each year? You could just revoke the license and sell it yourself if you're doing all the work.

Consult a Lawyer Early

It's all fun and games at the start. But when serious money starts moving hands, spend the money and consult an attorney. Make sure the contract is good and reflects your interests (while limiting your liability). If you don't and you get screwed, you have only yourself to blame.

I guess what's making this difficult is the personal relationships I've gained with many of the paying users. Abandoning them is also abandoning the relationship you've developed with them over the past six years, so it feels more complicated than just a business decision. If I was behind the scenes and not interacting with the users on a daily basis it would be a much easier decision to leave. My new goal is now at getting a fixed monthly wage + profit sharing. You also have a great idea about the ancillary business! — Jul 13 '13 at 20:43

score 3 · Answer 6 · 2014-03-13 23:35:57Z

Option 1 is your only option.

You are being used, and I can almost guarantee if you are paid after everyone else at least one of the people hired will be the "idea guys" spouse being paid generously for "consulting".

If you leave you aren't in a bad spot. The users might be screwed, these two guys might be screwed, but you are fine. If you are the public face, on your own private hosting explain why, thank everyone for being involved, wish your company well and leave.

Category

Random preview

Incoming splitting gone wrong [closed]

closed as primarily opinion-based by IDrinkandIKnowThings, jcmeloni, acolyte, CincinnatiProgrammer, Michael Grubey Jul 15 '13 at 7:23

closed as primarily opinion-based by IDrinkandIKnowThings, jcmeloni, acolyte, CincinnatiProgrammer, Michael Grubey Jul 15 '13 at 7:23

closed as primarily opinion-based by IDrinkandIKnowThings, jcmeloni, acolyte, CincinnatiProgrammer, Michael Grubey Jul 15 '13 at 7:23

closed as primarily opinion-based by IDrinkandIKnowThings, jcmeloni, acolyte, CincinnatiProgrammer, Michael Grubey Jul 15 '13 at 7:23

3 Answers 3

Executive Summary

Check Your Contract

If You Leave, Avoid a Guilty Conscience

If You Want to Stay, Negotiate

Payment

Ownership

Ancillary Business

Don't be Afraid to Walk Away

Lessons Learned

Beware Profit Sharing

Don't Sell Away Your Rights

Consult a Lawyer Early

3 Answers 3

3 Answers 3

Executive Summary

Check Your Contract

If You Leave, Avoid a Guilty Conscience

If You Want to Stay, Negotiate

Payment

Ownership

Ancillary Business

Don't be Afraid to Walk Away

Lessons Learned

Beware Profit Sharing

Don't Sell Away Your Rights

Consult a Lawyer Early

Executive Summary

Check Your Contract

If You Leave, Avoid a Guilty Conscience

If You Want to Stay, Negotiate

Payment

Ownership

Ancillary Business

Don't be Afraid to Walk Away

Lessons Learned

Beware Profit Sharing

Don't Sell Away Your Rights

Consult a Lawyer Early

Executive Summary

Check Your Contract

If You Leave, Avoid a Guilty Conscience

If You Want to Stay, Negotiate

Payment

Ownership

Ancillary Business

Don't be Afraid to Walk Away

Lessons Learned

Beware Profit Sharing

Don't Sell Away Your Rights

Consult a Lawyer Early

Executive Summary

Check Your Contract

If You Leave, Avoid a Guilty Conscience

If You Want to Stay, Negotiate

Payment

Ownership

Ancillary Business

Don't be Afraid to Walk Away

Lessons Learned

Beware Profit Sharing

Don't Sell Away Your Rights

Consult a Lawyer Early

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