So i have a started a clothing brand with 2 other people, but i got the EIN in my name, and trademark is still pending. So one of my partner decides he doesn’t want to do it anymore. He was also our graphic designer so our newest logo, he created and doesn’t think we should put it out and pay him 1st? But technically do we owe him $ for creating something that he was apart of?
Work it out. It will probably be too complicated to fight it. Reasons: The facts are sufficiently complex you need retain at least one lawyer. If he or she can do both business law and intellectual property -- just one. Whether you were a "partnership" legally and what that means will be decided based on state law. I can tell you that in Illinois it can be "automatic" when two or more people get together to operate a business for profit, even in absence of a written agreement, but you need to know about Florida, most likely. The existence of "property" -- not who owns it -- could involve Federal law if it's trademark and copyright. If the logo is copyrightable, the question will be whether it was a "work made for hire" of the partnership, in which case it will be divided up after dissolution under Florida law, or if not, then the artist owns copyright. If you never sold product, there is no trademark. If a Federal application is pending, the name of the applicant is a first step, but the applicant had a person who signed an oath that the applicant owns it. If it was a false oath, the whole thing is invalid. If it were one individual in his or her own name, a partner, intending that it be the future property of the partnership, then circle back to the above when the partnership is dissolved. Or was the partner expecting to license his or her property to the partnership? Bottom line: work it out. It will probably be too complicated to fight it.
I agree if you can work it out, that would be best but even if you work it out, you should make sure you have some sort of agreement going forward to spell who owns the trademark rights etc, If the former partner is paid, you should also have those terms in the agreement.
Any lawyer with whom you work would need more information to get a better grip on your situation, but if the trademark application was filed in the name of the business, then arguably it belongs to the business. The lack of details also raises issues of implied license to the logo as a trademark and also as a creative work eligible for copyright protection. You should really consult a lawyer to wort out your situation.
Business disputes like this require a lawyer, not an Q&As.
If this was a partnership, your lawyer needs to review the partnership agreement. And yes, typically partners contribute their labor to the partnership entity, which owns the assets such as the trademark, inventory, etc.
The same is true for LLCs and corporations.
So see the lawyer who formed your entity, unless they represent only the entity and not each participant.
And if you've been operating thus far with no professional legal help, it could be that each partner/member/shareholder will need their own lawyer.
Evelyn I. SueroEstate Planning AttorneyNorth Miami Beach, FL ·
I agree with my colleagues. You should speak with a Florida attorney to parse out the details of your business relationship and to determine under what terms the logo was created, ie. was it a contribution to the business in exchange for ownership / rights in the business, etc. The trademark application may also shed some light with respect to ownership. The answer to this question depends on many factors but ultimately you may decide that paying him a reasonable fee for his creation may outweigh litigation expenses.
You owe him something and you need it in writing to make ownership of the trademark AND copyright official. You also need an operating agreement or other written agreement spelling out exactly how the business is structured, depending on what type of organization you formed. Without these two written documents, you are in for some serious problems down the road.
