Breaking a casual partnership

[MyAnonymous99]

I have been building up an online community, based around a forum for the last 4 years or so.

About a year ago I took on a partner, the biggest contributer in the forum.
His role was to generate content as he's very knowledgable in the field.

He has let me down and not lived up to my hopes and expectations. He accuses me of many failures too, but due to his behaviours and personality traits that came out during all of this I no longer feel that I want to continue working with him as a partner.
The website itself isn't a legal entity. I own the domain name and the servers on which it runs.

I feel a bit like I'm going back on my word by breaking the agreement, and we don't have a contract let alone an exit clause.

I'm kind of torn as a result because I feel that I don't want to screw a friend over. However, the only alternative seems to be continue to work with him and put systems in place to prevent previous problems.
I will still be face with the same situation in a years time if I want to end the partnership though, so I am therefore thinking I might be better off ending it now.

I of course want to compensate him in some way for his work, but not sure how to do that without selling the site. I can give him all generated content back, but he says that he did the work because it was helping the community grow and I can't give him half of the community easily.

To me the lines are very blurry regarding his contribution because he has always contributed so much to the forum.

Has anybody had any similar experiences they can share? Where do I stand legally? There is probably an email somewhere in which I acknowledge the partnership.

Any opinions welcome on this as it's wrecking my head and I don't feel able to make a decision.

thanks

[Marc]

I'm no lawyer, but I think this depends on the details of what you agreed when you started working together. Did you agree to just pay him X amount, or did you agree to some kind of revenue sharing or explicit ownership %? If it was just the X amount to be paid, then I would think he's more like an employee, and you have the right to terminate him, as long as you are fair about it (ie: have just cause, give him 2 weeks notice). If it's an ownership % or revenue sharing arrangement, then its a bit trickier..

[attorney jaffe]

Your post does not say how your partner feels about the situation. Have you discussed this situation with him?

If the two of you were running a buisness like developing web sites, where each project had a beggining and an end, agency and partnership law principles could guide you about how to dissolve your agreement. However, this situation seems a bit trickier --

As the biggest contributor to the forum does your partner have a loyal following among your visitors? Is he in a position to start his own site and take your visitors with him? Or can he simply trash the site so bad it becomes useless?

Finally, these kinds of situations often end up looking more like divorce court with all of its attending irrational conflicts than corporate dissolutions. It becomes more about making the other person pay (and I am not talking about money, but rather intentional infliction of emotional pain) than about moving forward with your business lives.

You did not say how much money we are talking about here. I think that will also figure into how you should proceed.

[Sagewing]

I have been building up an online community, based around a forum for the last 4 years or so.

About a year ago I took on a partner, the biggest contributer in the forum.
His role was to generate content as he's very knowledgable in the field.

He has let me down and not lived up to my hopes and expectations. He accuses me of many failures too, but due to his behaviours and personality traits that came out during all of this I no longer feel that I want to continue working with him as a partner.
The website itself isn't a legal entity. I own the domain name and the servers on which it runs.

I feel a bit like I'm going back on my word by breaking the agreement, and we don't have a contract let alone an exit clause.

I'm kind of torn as a result because I feel that I don't want to screw a friend over. However, the only alternative seems to be continue to work with him and put systems in place to prevent previous problems.
I will still be face with the same situation in a years time if I want to end the partnership though, so I am therefore thinking I might be better off ending it now.

I of course want to compensate him in some way for his work, but not sure how to do that without selling the site. I can give him all generated content back, but he says that he did the work because it was helping the community grow and I can't give him half of the community easily.

To me the lines are very blurry regarding his contribution because he has always contributed so much to the forum.

Has anybody had any similar experiences they can share? Where do I stand legally? There is probably an email somewhere in which I acknowledge the partnership.

Any opinions welcome on this as it's wrecking my head and I don't feel able to make a decision.

thanks

I agree that you need to talk to your partner about ending the partnership, and find out what he really thinks about this. Without knowing the perspective of your partner, there's not much you can do to help resolve the situation.

What you really need to know is:

1) does he want to continue or would he be OK with ending the involvement

2) what does your partner feel is the value of his contribution thus far?

Knowing those two things gives you a starting point. You can compensate him in cash today, or you can promise him a percentage of revenue for the future, perhaps up until a set point, etc. There are many ways to 'split' the project and revenue once you have an idea of what and how you are splitting.

You also need to consider that you are talking about terminating the relationship before you've really gotten into what the problem is. Perhaps you and your partner are both frustrated but both want to continue - maybe you are in the wrong roles, maybe you aren't communicating well, maybe you should be in a 75/25 partnership, etc.

I know that I'd always rather try and reform a business relationship rather than abandon it if it's possible and worthwhile. Partners are hard to find!

[AlexDawson]

Something that's also not been covered is exactly what was being expected of him (or how was he failing?), it seems rather strange to me that you're critiquing his personality and doing so as an anonymous person here (which suggests to me that the reason you want to get rid of him is because you've had a falling out rather than simply it being a case of him not meeting a set quota of content). If there's a communication breakdown as it appears here your best course of action is (as stated) to get in touch with him and try to come to a resolution by either getting him to meet his required targets or letting him go. As for the comments to his personality and your obvious wish to "flush him" as he's not doing as you wished, perhaps you should consider what YOU could do to resolve the situation and encourage him to participate more (as I'm sure if he's as much of an expert as you have said, losing him would damage your forum quite badly anyway).