Should My Friend Legally Protect His Invention And Speak To A Corporate Lawyer Asap?
Location: Canada
A friend has been working with another guy for the past year on a prototype of an invention he plans to start selling, which has significant value for industrial clients.
He's a very good natured guy, young and, frankly, still naive about how the world works. His father is partner in a company that sells a product compatible with his invention, and they're sure to benefit a lot from this collaboration.
The other day, in the car, my friend asked me to be a partner. I was very enthusiastic about it, and immediately took on a more administrative perspective, among other things telling him how we need to start thinking about contracts and tracking time and finances. Among the issues I pointed out, is that he's about to sell his product without actually knowing how much it's worth when you account for R&D, and the price he came up with seemed extremely low for the industrial value.
Anyways, apparently he hadn't talked much to his other partner about bringing me in beforehand, and the other guy as well as the potential investors at his dad's company (seven of them) weren't too eager about me coming in, especially since I started immediately talking about contracts and not underselling. He says these investors "are really good people and they just want to see him succeed", which I want to believe but the fact that they're so resistant to contracts makes me wary.
I wanna add that he already started showing off the working prototype and even did a trade show a few weeks ago, all without even having a patent. We live in Canada, he has a twelve month "grace period" to file a patent after going public, but that means his ideas are currently out there, completely unprotected.
I can't help but think that whoever is advising him that "it's too soon to think of contracts" and that the price he's asking is fair, is either incredibly naive or doesn't have his best interest at heart. Considering he's talking to experienced businessmen, I'm leaning on the latter. I can't tell him that though, because he trusts them. He refuses to talk to a lawyer "because it's too soon" (according to the investors, putting the horses before the cart).
Now, I've already been kicked out or the project, because they convinced him that they weren't ready for all the legal stuff and I was going too strong. A part lf me feels like a complete asshole for having pushed for this, having lost this opportunity before it even started, another part of me thinks I did the right thing and that I should continue to nudge him towards taking legal precautions to protect himself, especially now that I don't have anything to gain.
Am I just a cynical asshole that thinks the worst of people? Should I be more trusting of people in general? He's become awkward with me since he had to tell me I was out, and I understand because it's a difficult thing to say to someone. Frankly, I'm worried he's about to learn a very brutal life lesson...
So I guess my real question is: am I right that my friend needs to consult with a corporate lawyer ASAP, or am I blowing this out of proportion?
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