|Using business idea from old customer|
I wasn't sure how to write the title, but let me elaborate my question:
Several years ago I did a site for a customer as a portfolio builder (free). I worked on it better than a year. I was promised a percentage of the companies success if it took off. This customer kept the site going for a year or two, maybe. The business idea was great. The model and pricing structure wasn't.
At this point (and even a year ago), the site is gone, the domain name abandoned and new parked by a different owner. I guess customer gave up.
Right now I'm putting together a portfolio of my design work, and I still have a working backup of this site. Just searching around the web, I'm finding emptiness in this niche, and I think I could make it work under a better pricing model. I actually found someone else successfully doing something mildly similar under a good pricing model.
Like I said, I worked on this site/app for a good year or better and would like to use my backup as a basis, since a lot of work went into the functional/mechanical end of the site. Make some graphic changes, security updates and add my idea and process changes. My agreement with the customer back in the day was verbal and I received 0 in compensation. I know the customer legalized the business name (which I wouldn't use).
If I jumped into this niche/market and created some excitement, I know old customer would drop me a line :-). I also know that since it's been a few years since I worked on this, I could make it work with my current skill set and experience.
Any advice on any of these thoughts? What I can or should do?
I'm not a lawyer, so... Verbal agreements are always dicey- besides the he-said/she-said issue, there's the he-implied/she-implied issue.
Given that the "client" abandoned the site and domain name, and that you'll be using a different domain and graphics, and that it sounds like you were never paid for the previous work... It's sort of a gray issue.
I guess the main thing is if it takes off, can you afford (money, time, resources) to fend off a lawsuit by your former client if he decided to make a deal about it. Whether or not the suit has any merit doesn't mean a whole lot if he has deep pockets and you don't.
If you do go forward, try to make it as different as possible from the original. (I'd actually suggest scrapping it completely and starting over from scratch.) Imagine you were a 3rd party who came across the "someone else successfully doing something mildly similar under a good pricing model," which made you think about exploring this niche.
I do know that former client doesn't have deep pockets (unless client had won the lottery recently).
I would start the layout from scratch, I just want to capitalize on all the database and scripting work that is already done. Otherwise, it would take me another year to start over completely.
A couple of thoughts about the ownership issue:
First, just because he isn't using your work doesn't mean that he doesn't own it. If I have a car and I just leave it on my driveway, never using it, then that doesn't mean that you can come along and take it.
Second, if the agreement was that you would get paid a percentage of profits, and there were no profits, then you may well have been paid according to the agreement.
I don't know, I'm not a lawyer, but I don't think you can assume that because the work isn't being used and you weren't paid for it that you're legally in the clear to do what you want to do.
One possibility would be to talk to the customer and come to an agreement (perhaps a percentage of profits if you're successful, up to a fixed amount).
One thing I love about this place is the frequent usage of analogies!
Our agreement actually started as a barter of goods, but later on it turned out that I would be unable to recieve the goods due to my own situation. The percentage of profits was an add on even before I was unable to receive goods, but at that time the percentage is the only thing I hung on to.
So if I start from scratch, I'd be ok. I don't even need to start from scratch. I would re-work the code anyway, up to my own current coding standard. We're really talking about lots of form input, validation and database design. Even if I go through and just re-test everything, the code will change as I work the business from "my" perspective into it.
I guess I'm just worried about the business idea in general. Maybe I'll just leave it be. I don't have the time to run the business anyway, with everything else I have plans for.
In terms of ownership of the idea (rather than ownership of the specific implentation of the idea in the initial project), things may look a little different.
Businesses replicate the ideas of other businesses all the time. Presumably he couldn't stop me from implementing the idea (there's no patent, etc.). And presumably there's no reason why you specifically can't work in this area (you don't have a no compete agreement).
That said, I'm still not a lawyer.
5 Years ago, I had this friend. I went to his house, helped him with some of the issues he was having with his computers and office work for a single day. During conversation, he mentioned an idea and I started working on it on my own a few months later. That idea is my full time business now with 5 people and filling the orders. My friend is no where near the business and has gone into another business long long ago. If you do not have any agreement with him, then talk to a lawyer just to be on the safe side and transform it into a real business.
My thoughts is a business was started. No payments were made it was closed. When the business ceased to do business the business relationship with this client closed. End of business relationship end of any obligations to him in a business nature end of story.
Start your business and make it work your under no legal obligation to him as a business closed ended your relationship to him.