thirstyknowledge
New Member
- Jurisdiction
- New York
There is a Ltd company (registered in the United Kingdom) which has two partners and is split 50/50. The roles was for Person A to develop the website and for Person B to make sales. Person A built a website and has been up and running. (Important note that the company has not made any money. Person B wanted to wait till the new website was up and running to make sales)
Person A also has a computer company and used their developers (outsourced) to build a new website. It was completely funded by Person A (personally - not from the computer company). It was thought that the website would cost only a couple of thousand to build and be completed within let's say 1 year.
At the beginning the developers was being paid per hour. Person A told Person B that he laid out some thousands and not able to lay out more at the moment. Person B was shocked and stated "No way can you be spending thing amount without confirming with me first.". Person A stated "I'm pretty chilled right now about being paid back (at the moment)". After a while Person A continued to develop the website with his own funds.
The project turned into a pay per task and the developers was losing business since it was always under quoted. It went back to per hour. Person B would go through the website every now and then and give feedback when things do not work, and would give suggestions of features to put in.
It has been nearly 8 years for this website to completed (or nearly completed). There was quite a few delays, had to restart a couple times, etc. Person A has been working together with the developers the whole time and also put together a draft business operations agreement (about a year back) and asked Person B to go through it and add/change things. Nothing was done. Person B though-out this whole time was every now and then giving feedback to the website.
This is where it issue arises:
- Person A is saying that the website belongs to him since he has paid for it from his own personal money and that he needs to be paid for the website and wants to attach terms and conditions to this website loan as his "safety-net".
An example of terms would be that once 50% of the website loan is paid back then the ownership goes fully to the company (or the other way around that the website loan will be given over and if company closes and less than 50% is paid back the full ownership goes back to Person A).
Another example of terms to make things easier and less complicated would be for Person A to buy Person B out (buy his shares of the company, pay back his directors loan, and give a one off payment for his ideas/suggestions for the website).
- Person B is saying that the website belongs to the company since Person A is a director and was doing it for the purpose of the company, and that Person A would be paid back (terms would be agreed - probably a small % from each sale).
Person A said that if the terms cannot be agreed by a certain time he would register a new company and run the website under there.
My questions please:
Person A also has a computer company and used their developers (outsourced) to build a new website. It was completely funded by Person A (personally - not from the computer company). It was thought that the website would cost only a couple of thousand to build and be completed within let's say 1 year.
At the beginning the developers was being paid per hour. Person A told Person B that he laid out some thousands and not able to lay out more at the moment. Person B was shocked and stated "No way can you be spending thing amount without confirming with me first.". Person A stated "I'm pretty chilled right now about being paid back (at the moment)". After a while Person A continued to develop the website with his own funds.
The project turned into a pay per task and the developers was losing business since it was always under quoted. It went back to per hour. Person B would go through the website every now and then and give feedback when things do not work, and would give suggestions of features to put in.
It has been nearly 8 years for this website to completed (or nearly completed). There was quite a few delays, had to restart a couple times, etc. Person A has been working together with the developers the whole time and also put together a draft business operations agreement (about a year back) and asked Person B to go through it and add/change things. Nothing was done. Person B though-out this whole time was every now and then giving feedback to the website.
This is where it issue arises:
- Person A is saying that the website belongs to him since he has paid for it from his own personal money and that he needs to be paid for the website and wants to attach terms and conditions to this website loan as his "safety-net".
An example of terms would be that once 50% of the website loan is paid back then the ownership goes fully to the company (or the other way around that the website loan will be given over and if company closes and less than 50% is paid back the full ownership goes back to Person A).
Another example of terms to make things easier and less complicated would be for Person A to buy Person B out (buy his shares of the company, pay back his directors loan, and give a one off payment for his ideas/suggestions for the website).
- Person B is saying that the website belongs to the company since Person A is a director and was doing it for the purpose of the company, and that Person A would be paid back (terms would be agreed - probably a small % from each sale).
Person A said that if the terms cannot be agreed by a certain time he would register a new company and run the website under there.
My questions please:
- Who does the website belong to? (Person A or the company)
- If the answer to the above question is that the website belongs to Person A, then would there be an issue of putting the website under a new company and leaving the old company as is? (therefore Person A does not need to buy Person B's shares and pay his directors loan - Note there are no agreements in place for example a non-compete)
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