Legal Question in Business Law in Texas

Is there any way to prevent cofounder from taking resources from the company?

I'm currently the incorporator, and we're in Texas. We didn't finish post-incorporation of Delaware Corp. 1 of the 3 cofounders wants to dissolve the business with him taking social media accounts, logo, website, and hardware designs. He says he wants to go into game design and no longer wants to work with us on a hardware software product. However, he doesn't want to exit either. Hardware designs were worked on by all of us. Software, optics, and electronics are dependent on those designs. He was the one who created designs in Autodesk inventor, but never shared them. We want all rights to hardware designs, but aren't attached to the logo or the name. He also refuses to let us pay for his work or equity because according to him it's a "pride thing". Is there anything we can do?


Asked on 11/19/15, 11:49 pm

1 Answer from Attorneys

You have a mess. Is there anything in writing regarding who was doing what on behalf of the corporation? If you can document that the intellectual property assets are property of the corporation, then no, he can't use them for himself. If you don't have a buy/sell agreement, you can't force him out. That being said, if he's an officer of the corporation, he can't usurp a corporate opportunity.

The problem is that you have highly complex legal issues, and it doesn't look like a lawyer was involved in the early stages. Also, you're going to have some additional issues because it's a DE and not a TX corporation.

Here's what to do:

1. Figure out a value of what this guy wants to take. An actual dollar value of what it will take to hire someone to recreate everything he did.

2. If the value is high, then hire a lawyer to repair the corporation and litigate.

3. If the value is low, hit the reset button. You'll likely need some sort of settlement with the guy, too.

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Answered on 11/21/15, 7:28 am


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