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Ethical Connundrum

2008-04-22 08:23:50.688638+00 by meuon 29 comments

I created -X-, software that brought new life to company -N- and it is doing well, happy customers, growing business, all based on the use and resell of -X- or things made and managed by the use of it. It's a real business, employees a handful of people and -N- is 100% owned by a decent guy in far-far-away who paid for the development of -X-. I've been without formal contract, -N- is apparently ran under contract by -S-, who's been paying me, after he gets the check from the man from far-far-away. I've always operated under the assumption that I was working for -N-, the code was work for hire for -N- and all was fairly decent. My original 90 day agreement (2+ years ago) was with -N-, I thought.

I'm trying to (re-)negotiate a contract, with -N-, for less money per month and and for less time, so I can pursue other things, yet keep -N- running. Having a legit contract helps me manage, well, long term cash flow... pay bills.. everything.

-S- wants the contract to be with his company, I think so -S- can own the code, and I fear, keeping it from the owner of -N- from far-far-away (in the USA), -S- is in interesting condition, ie: rubber stamps wife signature on checks, etc.. hires lots of family for things... while -N- and specifically it's owner is a respected large business. The more I think about it, the less I want to have to do with -S-, legally anyway.

Conversations with -S- leave my head spinning, often in disbelief. Yesterdays quote: "I'll pay you (double current rate) to train a friend of mine from Texas (who doesn't do web app work) to do what you do, as he'll work for -S-."

I feel like a pawn in a weird chess game, It feels like 1999-2001 again. - Any thoughts?

[ related topics: Games Invention and Design Software Engineering Sociology Work, productivity and environment Sports Machinery Trains Currency Marriage ]

comments in ascending chronological order (reverse):

#Comment Re: made: 2008-04-22 11:56:50.237749+00 by: polly

run...far far away. "S" sounds very shady and not trustworthy. wouldn't you hate to have your name included in anything "S" has shady dealings with?

#Comment Re: made: 2008-04-22 13:29:17.242301+00 by: topspin

meuon, you're one of the most ethically grounded, honest humans I know. Ask to speak with the far, far away guy, whom you obviously trust and whom you feel some protective mojo about. Speak your mind and your heart and sort things out in your head with the guy you trust, not with the guy you don't.

You've reached a point in your life and your business where you should deal with the people you trust, speak your mind about what you feel, make up your mind where you want to go with your business and life, and.... most importantly.... sleep well at night.

#Comment Re: made: 2008-04-22 13:35:31.34418+00 by: meuon

Wow, that's high praise (blushing). And I think you're right, it's time to talk to the man from 'far-far-away'. "Roy" a burning man friend in the techno business summed it up well this morning: "I don't do any business that isn't transparent to all parties" - He's not rich either, laughing.... but sleeps well.

#Comment Re: made: 2008-04-22 14:13:50.299827+00 by: Dan Lyke

I'm thinking that if S thinks a random friend of his can take over your work with a just a little bit of training, then S isn't a long-term customer. N is. I'm with Topspin, call up N and talk about what's going on.

Life's too short to work for/with people you don't feel comfortable with.

#Comment Re: made: 2008-04-22 14:33:46.307038+00 by: JT

I'd suggest contacting -N- as well. Of course, I'm happy working for -N- and am quite glad that -S- is only acting as a managing consultant in my case. I think -N- would be your better long-term plan, contacting him directly would poke a stick in a bee's nest... but how else are you going to get honey?

#Comment Re: made: 2008-04-22 16:38:51.605631+00 by: topspin

About the praise, you've got to consider I spend lots of time with junkies and such. ;-)

The transparency comment sums it up well. Your burner friend is probably richer than most folks in many ways.

#Comment Re: made: 2008-04-22 18:02:00.420737+00 by: Nancy

You might wait until May 1 to poke that stick...that would show that you gave S the chance to sign as N (this is making MY head spin!) before your handshake deal expired.

And whattdaya mean Roy's not rich! All my illusions are now officially shattered...but I still love him ;-) (duh!)

#Comment Re: made: 2008-04-22 20:37:33.975921+00 by: ebradway

I've become more and more distrusting anytime someone implies that I can be replaced. It means:

  1. They really didn't want me in the first place - just someone to warm a seat.
  2. They really don't understand how I add value to my work.

While it's possible to replace the results of your efforts with the efforts of another, it's essentially impossible to replace you and what you bring to the table with another person. And from personal experience, meuon brings stuff to the table that is very, very unique.

Of course, sometimes business plans involve turning unique positions into "plug-and-play" seat warmers. If that's where -S- might need to take things. In that case, double your rates and help them make the transition. The increase in rates is justified because you are giving away knowledge so they can pay normal rates to another person - and you can use the float to, well, float away from it all.

#Comment Re: made: 2008-04-22 21:13:20.235623+00 by: meuon [edit history]

Based on conversations here and elsewhere, the man from far-far-away has gotten involved directly and has quickly sent an agreement... making -N- the customer. We'll see the small print soon, it is apparently being edited by -S-, could be interesting.

Thanks for the input, sometimes I need a reality check from others, cause I live in my own little world, but it's mostly ok, they know me here. Sometimes I have to visit the default world.

#Comment Re: made: 2008-04-24 19:15:21.72113+00 by: petronius

Remember the first rule: get a good lawyer!!!

#Comment Re: made: 2008-04-24 19:34:54.962369+00 by: Dan Lyke

Eric, I'd probably approach that the other way: If I can be replaced, it's in my best interests to make sure that that happens, preferably in a way that gets me a slice of the value that my replacement adds to the company.

In the same vein, it's important that I work to make whatever role I'm filling for an organization obsolete. If a skilled human is doing a process, that process needs to be automated, or documented and reduced to procedures that unskilled humans can do.

#Comment Re: made: 2008-04-24 20:35:26.857477+00 by: meuon [edit history]

"I work to make whatever role I'm filling for an organization obsolete.." - I've been trying to get that done.. But -S- keeps hiring stray dogs, family, and sad stories. The couple of truly talented prospects that have shown up won't work for -S-. My goal now is making sure I make enough keeping -N- running long enough that I recover some cheap labor times. My crap shoot is that -N- becomes successful enough to negotiate from an intelligent perspective, until then, we are building UtiliFlex PrePaid Electricity and SmartGrid Solutions.

A company that depends on you, personally, has no intrinsic value. It needs that value to survive.

#Comment Re: made: 2008-04-26 07:51:44.571501+00 by: TaoJones

It beats chasing down -TDP- (the Dog People), who are working with -RR- (Richard Ruhling). They're all trying to sink your profit into -TWG- (The Water Garden).

#Comment Re: made: 2008-04-27 18:21:43.181299+00 by: meuon

Dang, I miss some of the flakes from the basic internet biz days, fun memories.. Personal Favorite: "2nd Coming Support Group" who's plan was to be the support group for Jesus when he came. Wanted to have travel and public appearance logistics all handled in advance.

In a way, I still deal with the same people and issues, just for more money. :)

-N- includes sub-clients like 'NewLife" with classes like: "Intelligent Design" and "The Exchanged Life" written by a "Messianic Jew" (aka "Jews for Jesus").

I consider -RR- and -TDP- good training, and can now spot them as they walk in the door. They have an idea stuck in their head, and nothing will stop it. Something I like about Joe with UtiliFlex is they idea is: "making money" - how we finally do it is irrelevant, but he (and I) also wants to sleep well at night.

#Comment Re: made: 2008-05-01 13:55:27.433157+00 by: meuon [edit history]

Contract signed with -N-, finally got reasonable clauses agreed to, IP belongs to owner (man from far-far-away), no onerous non-compete. -S- is apparently a little miffed, but he'll get over it.

#Comment Re: made: 2008-09-15 13:12:59.605319+00 by: meuon [edit history]

Just updating this for archival purposes. apparently -N- is being "restructured", employees are being privately told differing versions of the restructuring while being laid off. Long term (verbal, never on paper or e-mail) promises made to them are being "modified". and -N- is looking for replacement techies that will be loyal to -S- as -S- manipulates the real owners of -N-, either to continue milking the investment of the owners of -N- or to acquire the company, or both. I don't know anything for real, as the management team only talks to me about feature creep and bug fixes. My contract is up in November... and it'd take a miracle for me to be interested in renewing as long as -S- is involved in any way. Of course, I doubt -S- wants me to... Laughing.

Warning to pointy haired management types: Want to ensure your employees talk about stuff: Tell them not to. - Sure, if it's really business secret stuff they won't. But when it's B.S. sounding stuff and they don't trust you, it's a signal fire of the impending inferno.

#Comment Re: made: 2008-09-15 15:05:52.800363+00 by: JT

When you're a kid and your parents tell you "don't touch that, it's hot".. do you

  1. listen to your parents
  2. wait until their back is turned and barely touch your finger to it
Best way to get someone to do something is to tell them not to do it. Welcome to being human.

#Comment Re: made: 2008-09-15 15:54:03.576622+00 by: Dan Lyke

And the other thing I've learned slowly is that even paper promises come cheap. If people aren't willing to leave a paper trail then they should be people you'd be willing to share a joint credit card with.

#Comment Re: made: 2008-09-15 16:38:00.893102+00 by: meuon

A smart parent knows that the kids will touch the hot burner anyway... I'm thinking these may actually be self-disillusioned enough to actually expect them not to, and be punitive for it later, or at least, use it as an excuse to be punitive.

#Comment Re: made: 2008-09-15 20:50:18.091705+00 by: JT

I'm thinking your assessment doesn't take into account how -S- believes that everyone around him in -N- is so lacking intelligence that they assume -S- is a deity and follow his every whim as if it was written in stone and brought down from the mountains.

#Comment Re: made: 2008-09-15 21:44:04.478663+00 by: meuon [edit history]

Oh, you mean the Jewish Moses/Jesus Complex? The problem with Christians is they think they know who the Messiah is and follow those whom abuse that name blindly. Jews consider the possibility that they themselves are it, an idea reinforced by every good Jewish mother. Gnostic Theists like making nice girls scream "Oh God! Oh God!" reinforcing a belief that each of us is, in a small way, part of God.. Maybe Dan can clue us in, what do atheist girls scream? "Oh Dan! Oh Dan!"?

#Comment Re: made: 2008-09-15 22:32:10.901633+00 by: topspin

what do atheist girls scream?

"Big Bang..... BIG BANG!"

#Comment Re: made: 2008-09-15 22:46:30.288128+00 by: Dan Lyke

I'd gather Topspin has a bigger sample than me, but I'd also note that as atheist as I think I am, there's a little belief down there somewhere: It only takes about 15 minutes of me working with Windows before I start loudly invoking the names of various worshiped deities.

#Comment Re: made: 2008-09-18 18:03:41.169922+00 by: meuon [edit history]

-S-'s represenative has said that they are working on hiring my replacement... even named their chosen interviewee, with about 1 month to go on my current contract. I've told them -S-, the new guy and I would have to smoke the peace pipe before I'd renew. The representative said that that was unlikely.

#Comment Re: made: 2008-11-06 00:12:35.787591+00 by: meuon [edit history]

So a few days after my contract expired.... I reminded them that I still owned the domain that -N- was using. "the man from far far away" called, I like him, I feel sorry for him... and I should hold his pocketbook to the fire for -S-'s flagrant fraud and incompetence.. and it so tempting to redirect their main domain to a for sale site...

But I am trying to be a good person. Obama was just elected Prez, maybe I am brainwashed by the media into thinking warm thoughts about other humans and that there really is hope for humanity.

#Comment Re: made: 2008-11-06 01:51:59.762844+00 by: Larry Burton

Does -N- or -S- or "the man from far, far away" owe you any money? Have they cost you any money that you weren't compensated for? If not, sell them the domain for a reasonable amount, knock the dust off your sandals and walk away. You are a good person, no trying about it.

#Comment Re: made: 2008-11-06 02:04:43.975094+00 by: JT

Considering meuon wasn't given the 6% of a $1,000,000.00 company like he was initially promised, I'd say although he wasn't directly owed money, but not given what he was promised, he should ask for 6% of the company from "the man from far away" and make -S-'s head explode.

#Comment Re: made: 2008-11-06 03:28:39.983519+00 by: Larry Burton

That would be reasonable.

#Comment Re: made: 2008-11-06 12:02:42.518393+00 by: meuon

JT, you and others were also promised the same. S's head is probably still spinning from the stuff of the last few days. In the end, my catharsis is nearly complete. the man from far far aways eyes are open to -S-'s shenanigans and incompetence, and I slept well last night.