For about a year, I have been working with a partnership called "Leigh Franklin Associates", consisting of Anne Marie Leigh and Miho Franklin, on a variety of projects. In the second half of the year, I was offered and accepted a partnership; this included a share in a non-profit called "Operation Military Family Institute" (OMFI).
One of the projects we worked on was something called "Veterans 211" or "v211" for short, which was essentially a web-based aggregator, integrator and communicator of services for veterans available via web browsers and/or smartphone - in the phrase of John Lee, "the VA in your pocket" (nice phrase, I wish I'd thought of it!)
We engaged in what I thought was good-faith negotiating with an organization called "Operation Military Family" (OMF - to be distinguished from OMFI), owned by a guy called Mike Schindler, for marketing the product to some of the various veterans administrations (every state has one, in addition to the federal VA and a bunch of local veterans administrations). I developed the concept with Anne and recorded it primarily in a set of powerpoint presentations which we provided to Mike and the Washington State Department of Veterans Affairs (WDVA). We marketed the concept to various people, mostly at the WDVA; Mike took the concept and hired someone to squeeze the concept into a small number of images based on my work, and both his derivative work and my work were presented to John Lee and others at a meeting I attended at the WDVA in Olympia. Based on this work, OMF (apparently) promised to develop a proof of concept (POC) sometime in June of this year and arranged a meeting in my kitchen to do further development. At the kitchen meeting, Anne, me and two technical staff settled on a set of features for the POC and development began. Anne and I also attended meetings and a training in support of grant writing and did other work in support of the project - too much to document here.
Unfortunately, POC development seems to have halted because there wasn't any money to fund the technical staff who, very sensibly, declined to continue without being paid. Mike kept stating that money was coming in on Friday, but several Fridays went by and no money. After a while, Anne told me Mike had gotten some money and I could get my share of the preliminary funding so I afford to keep working on the project. She told me to call it a "retainer" which made sense to me since it was money to keep me available for future work (and not, let me note, a discharge for past work done on the project or for severance of my right to the work product I had let OMF use.) I submitted an invoice for a retainer and got a check, which I cashed - it wasn't much but it helped me be able to keep working on the project in which I had a part-ownership interest.
Time went by. The delivery date for the POC approached and there seemed to be no work under way, which was a source of concern to me and (according to what she said) to Anne. Finally I started asking questions, specifically, emailing the technical staff, Mike and Anne asking what would be the go/nogo date for the project. Mike assured us he had everything under control, and that he had "secured funding". When I asked for more information, he told me he was "defining roles" which sounded pretty ominous; normally a partnership discusses things with all partners when it comes to defining roles. I stated that as a part-owner of the concept, I wanted to know what was up.
Suddenly, Mike replied that he considered the project to be his property and me merely an employee who had done some work for him and whose services were no longer needed.
Well, was I surprised!
I assured Mike that I wanted the project to succeed but that I had participated on the basis of this being a partnership, and I was upholding my part-ownership in the project. We had a number of emails back and forth, which resolved nothing but seemed to set out how each side felt. Mike and Anne tried to disparage my contribution as merely creating a powerpoint, but in fact the entire concept was a joint effort of Anne and myself and neither Mike nor Anne had the technical chops to come up with the idea (Anne didn't even own a smartphone). At the time we did this, I was a partner in LFA, according to Anne, and we developed this as an LFA product; as business partners, Anne had a duty to develop business opportunities such as this to the benefit of our partnership. Those are the terms that I was operating on, and it is the only explanation for my investing hundreds of hours of work on this without ever billing anybody for it.
I mean, really. I do lots of pro bono, but it is always clear up front when that is my intention. Mike's idea that I was donating my time to product development just didn't seem reasonable, and Anne had a positive duty to keep v211 as a partnership asset.
Instead of supporting our partnership's rights to v211, Anne angrily terminating our connection, instructing me by email that she never wished to hear from me again. This, of course, does not insulate her from the need to wind down our partnership; you can't stop owing money by telling your creditors you don't want to hear from them. But I'm not a jerk; I correctly chose to try winding down the partnership by contacting Miho, with Anne as a cc only. Miho replied by denying the existence of a partnership. This is a source of concern to me, since working with LFA was what I did for a year - more than a thousand hours of work. At this time, I don't know whether Miho really didn't know about the changes in the partnership ... in which case I need to bill LFA for all the time I put in ... or whether Anne and Miho are hoping I'll just go away. I wrote to Miho asking for clarification and so far haven't heard anything back, but it may take some time for her to figure out what to do.
At any rate, I have asserted my rights by email and with this post I am publicly asserting my fair share of rights to Veterans 211, PocketVA and other LFA products.
I sincerely hope that Mike and Anne make v211 work. I'd be happy to help make it work, both because it's an interesting and worthwhile project and because it's in my financial interest to make it work. However, if they want to take it on their own, that's fine; they can enrich me as an incident of enriching themselves.
This story can provide important lessons.
The most important lesson is to always keep objective records of any business relationship, even with people who are your friends. I had previously asked Anne, Mike and others for some description of the business relationship, and been puzzled when Mike simply didn't reply and Anne disparaged the idea of defining the relationship. Since Anne was my friend and business partner, I accepted her judgment; in retrospect, I should have taken it as a sign that they were not being entirely on the up-and-up. This makes me sad.
Another lesson is that the internet is making honesty easier. Our oral communications are hard to document (although thanks to cloud-based backup of my harddrive, I have quite a lot of notes of my phone conversations which could be helpful). Those conversations and discussions we had via email - including substantial back-and-forth in development of the Veterans 211/v211 concept - were automatically archived and should completely buttress my understanding of our business relationship. I suspect that people who aren't accustomed to this sort of thing ... who are used to conducting business primarily by live conversation ... may not appreciate the completeness of my records in this regard.
I can't take credit for being especially foresighted but I am pleased to see that my habitual use of email may have helpful evidentiary benefits.
Finally, it's really important to define and distinguish personal and professional relationships. Money is a stupid reason for losing friends.