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Pre-Documented Partnership - Binding?

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robotboom

Junior Member
What is the name of your state? Texas.

I recently had a business idea that was sparked by something a friend said. We started talking about it and I came up with a domain name for the concept and registered it in my name. I had two more meetings with my friend who brought along his friend who had some business experience and had expressed an interest in a somewhat similar business concept without knowing of my specific idea. When all three of us met together for a second time, we decided to have a go at launching the business and agreed verbally in principle that it would be nice to make it a 3-way partnership. There was some logic to the concept in seeing how our talents and experience formed a nice 3-way synergy. Nothing was written. We agreed that we'd like to move in that direction and I said I would contact my lawyer to see what it would cost to set up a partnership like that. Since then I've had second thoughts about this third party my friend brought to the table. I'd rather not get into a partnership with him, but would still like to partner with my friend on the concept as I think we work really well together. To me, since we had not gotten anything out on paper, and no one has done any work on it except myself, it did not seem that it would be that unnatural or unethical to have second thoughts about what we had agreed to verbally in principle. I told my friend about my thoughts and he volunteered to talk to his friend (this third party I do not know well) about the situation. Now the third party, who would have potentially been our other partner, is pretty upset and is saying that we had a verbal agreement, and that in the state of Texas that is legally binding. So my question is related to the veracity of that statement, as it is something I have heard of from time to time. If this is true, it is obviously something I would like to remain ethical and legal on, and somehow honor the agreement. However if this is not true and he has no basis to stand on in this situation, then I want to be free to pursue the business concept without him. Can anyone help bring some clarity to this for me?
 


divgradcurl

Senior Member
robotboom said:
What is the name of your state? Texas.

I recently had a business idea that was sparked by something a friend said. We started talking about it and I came up with a domain name for the concept and registered it in my name. I had two more meetings with my friend who brought along his friend who had some business experience and had expressed an interest in a somewhat similar business concept without knowing of my specific idea. When all three of us met together for a second time, we decided to have a go at launching the business and agreed verbally in principle that it would be nice to make it a 3-way partnership. There was some logic to the concept in seeing how our talents and experience formed a nice 3-way synergy. Nothing was written. We agreed that we'd like to move in that direction and I said I would contact my lawyer to see what it would cost to set up a partnership like that. Since then I've had second thoughts about this third party my friend brought to the table. I'd rather not get into a partnership with him, but would still like to partner with my friend on the concept as I think we work really well together. To me, since we had not gotten anything out on paper, and no one has done any work on it except myself, it did not seem that it would be that unnatural or unethical to have second thoughts about what we had agreed to verbally in principle. I told my friend about my thoughts and he volunteered to talk to his friend (this third party I do not know well) about the situation. Now the third party, who would have potentially been our other partner, is pretty upset and is saying that we had a verbal agreement, and that in the state of Texas that is legally binding. So my question is related to the veracity of that statement, as it is something I have heard of from time to time. If this is true, it is obviously something I would like to remain ethical and legal on, and somehow honor the agreement. However if this is not true and he has no basis to stand on in this situation, then I want to be free to pursue the business concept without him. Can anyone help bring some clarity to this for me?
Partnerships can be built on stictly verbal agreements, and verbal agreements are generally binding -- IF there is enough evidence to prove the existance and scope of the contract.

That said, if nothing has been started, there is probably nothing that the third person can stand on. Doesn't mean they won't make a big stink or even try and sue if you go it without him or her, but it does mean they probably don't have a strong bargaining position.
 

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