I apologise for the length of this explanation - I am desperate for good advice, and would like to make it as clear as possible what I am facing.
I was a 45% member in a cc (one other member) for five years, and left two months ago. The break-up of the partnership was difficult, as it always is, but we parted on pretty good terms.
During the course of our partnership, I created a new department in the company to create multi-media products, usually original video productions. I wrote, produced and directed every single video that came through the company, and also sourced most of the clients that used this service. When I exited the cc, I took this department with me, including all the equipment. My ex-partner has absolutely no experience or ability in this area at all, and in fact, as part of the parting deal, it was decided that I will continue to produce videos for him.
Several months before I left, I personally sought out new contact with someone from a company (Bookers) that works in our field. He saw my video productions, and was immediately interested in trying to expand one of his on-going non-profit projects with a video series. We met again with other interested parties, and it was decided that we would not be able to implement this project without corporate CSI funding. The 'project' remained an idea on hold, with no specific plans to move forward.
I was then personally contacted by a major company (let's call them Giants) that has never been a client of ours, and that found us via our website, looking for a suitable CSI project. My partner was with me in that first meeting with Giants. They were not interested in our products, but seeing a match between them and the Bookers concept (which included my ideas for the video series), I pitched this to them. Giants then requested a preliminary proposal.
As the production of a video series was the only aspect to this possible joint venture that our company could benefit from, and as I was the sole creative and production person, my partner took no part whatsoever in the intense research and planning that followed. I produced a massive thesis of a report in ten days, which I then presented along with Bookers. My partner had absolutely no input whatsoever to any stage of this, including presenting to Giants.
Although the report received a positive response, we then heard nothing from Giants for months. This week, one month after I officially exited the cc, I received a call from Giants, with the news that international funding for the 7-year project has been approved, and would I please come in immediately.
Now here's the rub - I made the mistake of telling my ex-partner, who is in severe financial trouble. I was planning to use HIS services, and also to pay him a substantial commission on the project, as a courtesy for the fact that I did this proposal while I was still his partner. He seemed happy - but a day later, began contacting both Giants and Bookers, trying to take over the project. When confronted, he informed me that he will 'manage' the project, and take 20% of turnover. When I asked him exactly what he would be doing for this 20%, he was unable to answer, and instead threatened me with both Restraint of Trade, and also his intention to go to Giants to stake his claim. That would obviously spook Giants and ruin it all for both of us... I offered to pay him a percentage provided that I have full control of the project, but he rejected this offer. That was simply to try to maintain the relationship, but it is now irretrievably broken down.
Our associations agreement had a very vague restraint of trade clause that does not even mention video production. Giants has never been a client of his company, i.e. no contracts, billing or any other agreements have been entered into. There have only been 3 meetings with Giants, of which my partner was at one. All other relationship building and communications have gone through me. Also, as my ex-partner has no video production facility at all, nor any staff with that experience, surely he cannot stop me from plying MY trade?
The numbers involved are fairly big for a single project, somewhere around R8 million over 6 years. I had no choice but to inform Giants that I am no longer with him, especially as he has been trying to get meetings with them. I fully realise that doing so may make them nervous, especially if he carries through on his threats to just turn up there (CRINGE). But I am pretty philosophical about that.
I have suggested that the entire project be run by Bookers, who originated it long before I got involved, and that they then sub-contract to me or to the production company that I now work with as a supplier.
So - (sorry again for the long read)
- Can he apply any restraint of trade in these circumstances?
- Can he take this project away from me?
- Does he indeed have an automatic right to share in anything I do in perpetuity if I began it before I left the CC?
- If I have any obligation to pay him out at all, how do I figure out what that is?
And lastly, as a creative, does everything I created while in partnership belong to him, even if he was not involved? Does anyone know what recourse I have as far as intellectual property is concerned, particularly for ideas and proposals that were never actually carried out while I was in the cc?
I'd be very grateful for any and all advice.