Hard Lessons from from the Software Legal Side, Part 1

So you think your partnership with a software company is solid because you have a 2 year working history of successful projects? Think again. The following three part blog will discuss how to protect yourself against corporate misdeeds, preparing for a trial, and how to enforce the court ordered outcome.

I learned a very painful lesson over the last year and half after a partnership with another software company went very wrong. We had a strong working relationship with several projects successfully completed, an NDA, and I trusted them like my own family. But, when I brought in a large 6 figure commissioned account, our relationship went sour very fast.

One of the most important things I have learned in business is not to question why a company or individual gets greedy, just be prepared for the event. To ponder on this unfortunate turn of events is a complete waste of your time. Who knows why this company would do this, as it is small industry in the GTA and it is akin to pissing in your own bed.

Better to spend your time preparing your court case, as this is what saved my skin.

So how can you prepare yourself for these unfortunate events?

Here are some tips:
1) Remain calm. Avoid sending nasty emails (my mistake), and try to resolve the issue without lawyers.
2) Keep detailed notes of all the events, including emails, documents, and records of phone calls and meetings.
3) Never delete corporate emails. You never know when you will need to refer to them.
4) Ensure that you have detailed contracts for all your agreements, outlining compensation for work, partnerships, and commissions.
5) Ask around in your business circles about the company. Are they fair, have there been any problems in the past, etc? But sometimes you will hear nothing so do not rely on this as gospel.
6) Time stamp all your correspondence, and add your notes to documents to keep a clear and linear timeline.
7) Try to find a neutral third party with experience in these business matters to discuss the situation with.
8) Unfortunately even when confronted with detailed notes, the defendant may still choose to ignore the situation and claim no wrong doing. Remain calm.
9) Failing a fair resolution with the business partner you have two options, Small Claims Court (SCC) or hire a lawyer.
10) Above all stick to you guns, you know what is right and what is wrong and do NOT let the defendant try to convince you otherwise.
11) A lawyer is good if the amount your are seeking is in excess of $25,000, but it also depends on the character of the defendant. If they are completely unreasonable use SCC.
12) SCC is good if you want a good rapid result, but be prepared to spend up to a week collecting your documentation and writing your case.
13) As well, you have to read the SCC rules and regulations very carefully and seek legal counsel if you are unsure.
14) You will need to get the proper legal name of the company, and this can sometime be a lot more difficult than you think as some companies go out of their way to bury this very deep.
15) As you work with your partnership companies make sure you have clear documentation stating their legal name. The more documents the better.
16) And it is not a bad idea to record their clients and banking location, as this may come in handy if you have to enforce restitution.
17) Record the full name of all the executives and their titles, especially the ones you work directly with.
18) Try to understand the companies corporate structure, including share ownership, private investors, accounts, etc.
19) Of course all the information you collect should be done as a matter of business practice, should not breach your NDA, and should not done clandestinely. Ask openly and get permission to write the information down as part of normal business relations.
20) Name the company as the defendant on the SCC filing, using their legally incorporated name, and any executives as well, but only if executives did something illegal as an officer of the company.
21) Include copies of all relevant material with your SCC filing, and separate each topic with clearly labeled tabs as this will make it easy for the judge to reference your specific documents.
22) List your legal company as the defendant (and not your name), and only include useful or friendly witnesses.
23) Now you have to deliver the package to the defendant. This can be fun, especially if they refuse all your registered mail, as you will have to hand deliver the package.
24) If you do hand deliver, take a camera and snap picts of the individual accepting the package, and get their name and title. You can read more about this exciting opportunity to confront your antagonist in the SCC documents here: http://www.attorneygeneral.jus.gov.on.ca/english/courts/guides/default.asp

Some last thoughts:
Never EVER do any work or good will on the assumption that you will be compensated. No matter how tempting this is to save time and money on proper legal agreements.

So hopefully you are prepared for the next step, mediation and failing that, a SCC trial, which I will discuss in my next blog update in Part 2.