Solid Case?

Discussion in 'Security and Legal' started by S.O.S., Jul 9, 2009.

  1. S.O.S.

    S.O.S. Regular Member

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    Hello,

    I'm in a tricky situation and am curious to know if I really have anything to be worried about.

    A while ago, I offered to help revive a forum that I observed to be rotting; it was basically abandoned by its two administrators/owners. I was given access, and began to restructure the forum to make it successful.
    One of the owners was never active, and would never respond to my inquiries when I needed help with something. We will call this inactive administrator "HellBoy".
    The other owner decided to work with me on the site. He had hopes for it, but since HellBoy was gone, he didn't want to do it himself.

    To make a long story short, I (along with the other administrator) eventually made the site successful. It grew quickly, and everything else that goes along with a rapidly-growing forum.
    With this growth came the need to move to a more-suitable server. The one that the site was on simply was not capable.
    Unfortunately though, when I obtained access to the hosting CP and such, HellBoy didn't give me the domain CP credentials. Hence my inability to change the domain's nameservers. I was ultimately blocked from moving the site to a new server. I contacted HellBoy multiple times to no avail.
    The only alternative (which I did) was to purchase a variation of the domain name, and move it to the new server. I did that, and placed a redirect from the original domain to the new one.
    All was then fine and dandy. We're on a new server, the site is super-fast, it continues to grow, and we all prosper.
    Once we transferred servers though, I decide to revoke HellBoy's server and AdminCP access. Afterall, he appeared to have abandoned the site, and I didn't want him to ever seek revenge, come back, and destroy our empire. The other original administrator was fine with this.

    Time passed, and the site has grown tremendously. It's extremely active and overall wonderful.
    Now all-of-a-sudden, HellBoy has come out of nowhere and is demanding his administrative powers. Remember, he has been inactive, the site is no longer being hosted on his servers, he doesn't own the domain, and he hasn't put any work into the site since I came in. He is threatening legal action, which is fine. But I just want to know if he really has a case here.

    The other administrator started this venture with him, so he is a co-owner, right? He has the power to make the decisions to expand the venture and permit me to make the changes I did (move to my own server and revoke HellBoy's access), right?
    HellBoy claims that he has a rock-solid case (he says that since he originally created the site, all of the work put into it (for eternity) (even if not done by him, but by me instead) is automatically his and "he owns it" as he enjoys saying). Does he?


    I look forward to your opinions. I understand I can't expect professional advice, but I'd like to get your opinions.

    Thanks. :)
     
  2. FullMetalBabe

    FullMetalBabe Zealot

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    Sounds to me "HellBoy" is full of it. He abandoned the forum, you continued, moved to a new server, he has no right upon it in my opinion. As much as he made the base for it, you literally moved along.
     
  3. Wayne Luke

    Wayne Luke Regular Member

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    It depends on the original written contract when the site was created or if a verbal contract can be established between the two original administrators and what the terms of each are. Without either of those, there is no case. There may be a case with them but depending on how the agreement was reached, Hellboy could be found in breach of contract which would forfeit his rights.

    The appropriate course of action would be to consult an attorney. Most Attorney's in the United States will give you a free 30 minute to 1 hour consultation to determine if your case is worthy. You would need one that works with contract law and partnership disputes. A background in intellectual property would help as well. Since you're in Oregon, you would have the best luck in finding one in Portland or Salem. Though if you're close to Washington State, than Seattle might be a good place as well.

    Other than that, opinion has no bearing on this case. It comes down to Contract Law and precedent.
     
  4. Soliloquy

    Soliloquy Regular Member

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    HellBoy has no right to demand admin powers on your site now that it's hosted on your own server. The best he can do is remove the redirect from his and recreate the forum based on the last database backup he has. Since he's been gone so long it probably won't be a recent one.

    Did he give any reason for his absence?
     
  5. Bundy

    Bundy Admin Talk Staff

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    As soon as he left and abandoned the site and you and the co-owner tried to make contact if forfeited all rights. Therefore I am sure he would be found in breach of contract if one was ever made ;)

    ...Basically what Wayne said :lol:
     
  6. S.O.S.

    S.O.S. Regular Member

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    Thank you for your replies so far. :)

    There was no written contract in the beginning. The "good" administrator that has stuck around is the one who came up with the site idea, and wanted to do it with a partner. He looked and ultimately partnered with HellBoy. HellBoy insisted that he host the site, purchase the domain, pay for the skin, pay for the script license, and all of that. The "good" administrator offered to do all of this, but HellBoy did it himself.

    There was no contract at all, because it was just a joint venture, for fun mostly. It was never expected that HellBoy would turn out like he did, so I guess it was a risk that was being taken by both parties.

    First he said he is busy with college, and then he mentioned something about losing his laptop charger for a month and not having access to a computer for that time. I'm baffled as to how a college student can go without internet access for a month. :confused: That's all besides the point though.
    My assumption is that HellBoy wasn't interested in helping to revive the site because he didn't think it could be done; he thought it was a hopeless effort. But once we became successful, he automatically came out from the darkness and now wants to be a part of it all. He must want the power, or the money being generated by our website. There is absolutely no reason for him to give up on the site, and then come back when it's successful. You just can't do that.

    -

    So considering the fact that there was absolutely no agreement made, no contract, no nothing - is there any basis? Am I and the other administrator rightfully being accused of stealing the site and locking HellBoy out? Or is HellBoy out of his mind?
     
  7. Bundy

    Bundy Admin Talk Staff

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    out of their mind
     
  8. Nick

    Nick Regular Member

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    Ditto.

    Please keep us updated. I'd like to know how this turns out.
     
  9. Wayne Luke

    Wayne Luke Regular Member

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    At the least there was a verbal contract which usually devolves into one person's word over another's. Very difficult to handle. If either individual has records (recordings, IM History, Emails, etc...) of the conversation than they can be used to settle any verbal contract issues.

    Give Hellboy back his software license and purchase a new license with a custom skin for your site to sever the relationship. If he has everything he purchased server, domain name, software and style, then he can't complain much more.

    The sticky point is any revenue sharing agreements.
     
  10. Darren

    Darren Regular Member

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    Hi,

    New here. I saw this thread and it caught my interest.

    It really is difficult to say without more details. When HellBoy gave you access to the site did he say anything about giving up ownership? I know I’ve been guilty of giving people (such as trusted moderators or relatives) access to my site and been MIA for a while, but I would still consider the site my own, despite their valued contribution.

    As far as the other administrator/ownership, was a legal contract made? I’m not a lawyer, but I would assume that for such a joint venture some sort of paperwork would be required or there’s no way to even prove there was a co-owner. If the other administrator is legally a co-owner of the site, then he should be able to make decisions for the site to an extent. However, changing the server and things of that nature is questionable – I would think (again, I’m no lawyer) that both owners would need to agree on such major changes. As far as revoking HellBoy’s status, I would think even the co-owner would not be able to do that legally. In a joint venture, I would assume one member cannot simply cut out the other partner. This is why joint ventures often fail; either one member doesn’t contribute or one member tries to cut out the other members ownership.

    I hate to say this, but, IMHO, from the information given, HellBoy is legally entitled to ownership of the site (his share at least). In a joint venture if one member brings in other partners, I believe it must be agreed upon by both partners. Members can also sell shares (percentages of ownership) of the site, but it must come out of that members share.

    If I were you I wouldn’t want to take your case to court, it'd obviously be best to settle out of court. While you may be entitled to something, it sounds like HellBoy has a stronger case.

    This is just my opinion. I did have a webmaster who had a similar situation in the past, it never reached court though. Again, I’m not a lawyer so take my input with a grain of salt.
     
  11. S.O.S.

    S.O.S. Regular Member

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    Thanks for the continued input. It is appreciated.

    I have sought and acquired legal counsel and to make a long story short, HellBoy does not have a case - it's as simple as that.

    I was informed that by something called quantum meruit the majority of the site ownership is vested in the party/ies that expanded the site and invested time and effort to upkeep the site. In this case, that's me and the other co-founder, and not HellBoy. Also, the fact that HellBoy made some initial investments does not entitle him to 100% ownership for eternity (as he assumes).

    Furthermore, the fact that we have essentially overwritten HellBoy's investments with our own (we use our own domain name, our own server and our own script license), his ownership is even more minute.

    My lawyer stated that it would be up to a judge to decide exactly how the ownership is divided amongst the entities, but that extremely little -- if ANY at all -- would be allocated to HellBoy. Again, he simply has no case.

    I have plans in mind as to how I am going to go about handling this, but I'd rather not make them public until further progress is made.
    As per your request, I will keep you updated. :)

    Thanks again for the input and feedback.
     
  12. S.O.S.

    S.O.S. Regular Member

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    Darren, I just re-read your post and I would like to respond to this bit:
    HellBoy is the one who gave me the server/hosting credentials. He obviously didn't object to my addition to the team; if he did, he wouldn't have given me the username and password.
     
  13. torque

    torque Regular Member

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    I just found this thread and was going to say that as long as you buy the script license your self and the custom skin you have more or less created your own venture and partnership, with a new domain - new hosts - new script license - new skin license, everything HELLBOY has done has been wiped out.

    Good luck with it all
     
  14. Dan

    Dan Future Proof

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    I'd say;

    Keep YOUR forum as it is, with your new hosting space and domain name. If he's really bothered give him his domain name back (that I guess he owns 50% of?) and ignore his requests as he did your requests.

    Certainly don't give him Admin rights though.

    If you've paid for the new domain name, you own that. If you've been paying for the hosting (therefore traffic too) then you own that.

    At the most, he owns 50% of the old domain name. If he want's to pull up one of his back-ups and restore the site when it was in it's death then let him, but you'll have all the members and activity, and just one more competitor who you know clearly can't do what you can with a forum.

    All the best with it, and please do reply when you know it's all sorted out.
     

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