Apologies for a long post but i would dearly like some thoughts on my current situation. I know i could ask a lawyer but i am bootstrapping so funds are tight.
So 3 years ago i setup a uk company to focus on a particular technical idea to solve a big problem on the internet. but it never launched and nothing came of it so the company has been dormant. But during that time i created a good name, domain names and got bits of branding all ready. I own 100% of the company.
Then last year a sysadmin who does the odd hour consultancy for my other company got chatting on skype chat with me and it turned out we had similar visions for a new idea which could fit into the company i had been planning 3 years ago. It is a very different idea than the original but it fits the same sector and fits the name and branding perfectly.
we have chatted online, on and off about it for 5 months and we also spoke. i said that if he could build the technical side of the idea then i would be happy to give him 50% of the shares in my dormant company and we would launch it together. On my side i would build a website to promote it and do all the sales and marketing and through the company name i would of course be giving the naming and brand for the project - names i had thought up 3 yrs ago.
But during our chats two things became obvious. One, the other guy did not really have the time to contribute and more and more of the skype conversations were one sided, with me throwing out lots of questions and ideas and him maybe giving three word answers several days later (in fact many points aren't answered months later). Secondly, it became clear that the original technical solution was not the best way to build things. In my slightly one sided chats i began evolving the idea into something quite different. Ultimately to solve the same problem, but done in a different technical way.
A few weeks ago i confronted him on skype and said it wasn't working because he had no spare time amd i was going to continue on my own. He seemed to accept this. Since then i have found another guy who is building my idea for a small fee and small equity option in my company and it will launch in a beta phase in a few weeks. The new guy is on fire and we achieved more in 1 week than the other in 5 months.
I left it on friendly terms with the first guy and he still does sysadmin consultancy for my other company. But i am now starting to worry that when the new idea is launched and he sees it (and lets assume it goes big) that he will get greedy and decide he wants a slice. I suppose i am thinking about those guys who claimed they helped start facebook!
To be honest i don't want to shut the first guy out completely because technically he could add a lot. so i would like to find a way that i could even bring him in. But i am now thinking it is my company so i would want to give him just say 5 or 10% equity option kind of levels If he was interested again.
PS, having re-read this it might appear like i am trying to screw this guy and am taking his ideas and now not willing to give him half the company. But it honestly isn't that at all. I waited for months for him to really get going with building things, and the biggest gap in a chat from him was almost 1 month. I was happy to have him involved and would still see a role if he wanted. But i did 90% of the chats and am now paying another to build it. I honestly think i am being quite fair in all this.
The standard startup answer here is that *everyone* signs up to have their equity vest over time. And if he doesn't contribute for at least his one year cliff, he gets nothing. Throwing a bunch of ideas around is not worth much. Executing on the ideas is what is rewarded. If he is really short of time to work on the project, the issue will solve itself.
Do you have the chat where he accepted your proposal that he did not have enough time to work on and he accepted it? If so, that should be enough for you. Always, have everything in writing.
Get something in writing. Offer him something for his contributions that way you have an agreement, no mysteries.
In my humble opinion, in the real world there to much rude and x factor like your case. Lets we focus on your case, if you only talk about 'the ideas' such as brainstorming the concepts with your friends, teams, or may be someone else about your idea, in the eyes of law there's no agreement contract or addendum with both of you sign of it.
So if you want to 'lock' you colleague or your workers, just make agreement contract, employee contract, make rules on it, sign the paper together. make them looks legal and valid in the eyes of law.
OK, let we talks about the worse case, he stole your ideas. Why you afraid? The pioneers always think he got the first step and forgot who behind them. The racing with your competitors will fire up your new spirit. Do not afraid to got stolen, fight for your dreams!
First of all, I don't think you've done anything wrong, but you are right in thinking there is a possibility that this guy will come back on the scene and try and claim a piece of your hard work.
I wouldn't worry though as there is little you can do to change the present situation. To help you not worry, here's a few things to bear in mind:
1/ He would have to sue you, and that is an extremely expensive proposition for him as well as you.
2/ He would have to quantify in pounds/dollars the amount he was suing for. This is not some 'made up' figure but needs to be a quantifiable sum for the amount he believes he is out of pocket for should you be found guilty of any wrongdoing (bearing in mind that the intrinsic value of any idea is zero).
3/ This is the UK and not the US. The Winklevoss Twins did not win a court case against facebook. It was settled out of court before a judgement was arrived at.
Should he approach you in a legally threatening manner, I'd simply ignore him. If you get a solicitor's letter, then speak to a solicitor, but up until that point, I'd do nothing and stop worrying.
I also have the exact experience and i have actually waited for one year to get my idea started due to low energy levels from assumed partners. You do not owe him anything as there was no contractual agreement in the first place, however i advise that you should be proactive in getting your startup to a visible stage and be the first to approach him on an offer should you still need him on-board; this way he holds the low end of the bargaining stick.