About David K. Staub Expertise I am a business and tax attorney and have spent more than 30 years assisting people with contracts in a wide variety of business situations. I can answer questions about basic contract issues. My experience includes almost all common contracts including employment agreements, contracts for the purchase and sale of a business, shareholder agreements, partnership agreements, LLC operating agreements, leases, software development agreements, distribution agreements, franchise agreements, joint venture agreements and software license agreements, to name a few. I can also direct people to sources for answers to specific legal questions which cannot be answered in a forum of this nature.
Experience
Experience in the area I have been an Illinois business attorney for almost 30 years. I have an extensive practice in the mergers and acquisitions area and have been involved in the tax and legal issues on hundreds of business transactions.
Organizations Illinois State Bar Association;
Chicago Bar Association (former Chairman of the Corporation & Business Law Committee and former Chairman of the Mergers and Acquisitions Subcommittee; former Executive Committee member, Federal Tax Committee and Chairman of subcommittee on general tax issues); Glenkirk Foundation (Trustee; Vice-Chairman/Strategic Planning); Association for Corporate Growth, Chicago Chapter; Midwest Entrepreneur Forum; Midwest Association of Alpha Delta Phi - President
Publications Commerce Magazine; YLS Journal; ISBA Section of Taxation Newsletter
Education/Credentials Harvard Law School, J.D., 1977; University of Illinois, B.S. in Accounting, with highest honors, 1974
Disclaimer Responses are intended to be informational only. No response is intended to constitute legal advice or create an attorney-client relationship. Online advice is not a substitute for consultation with an attorney.
Question We live in IN, my husband and an associate were talking one day and something the associate said sparked an idea for a logo. My husband designed the logo and showed it to the associate. They entered into a agreement to purchase sweatshirts and put the logo on the shirts. The agreement was that if they were to go all the way with the product line my husband would have a 60-70 stake in the product and the associate would have 30. However nothing came out of the product line and the associate fell apart. My husband still wants to produce this product since he did design and paid for the production of the logo and believes he has creative rights to the product. Is there any legal recourse the associate could take to hinder the success of this idea? The associate only purchased his own sweatshirt with the logo, while my husband put more money and time into the product. There was never anything put in writing between the two of them, whereas the printing of logo is on record on the bill of sale in my husband's name.
Answer Yes, the associate could argue that there is a partnership between him and your husband. A partnership can be formed without any formal structure or documents, simply by agreeing to undertake some joint action for a profit. Also, there are various other legal theories that the associate could raise in terms of his ownership or co-ownership of the idea or the design.
Whether the associate could win his argument or not is almost beside the question. It would clearly be better for your husband to get the associate to waive whatever rights he might have, or to assign those rights to your husband. Even if it cost you a few dollars, it would be much cheaper than dealing with this issue later. The cost and distraction of handling a dispute, even if you would eventually win, are much worse than dealing with it now.
