Yes, we could simply not enter into a partnership nor a corporation. In such an event, no person would owe any duty of loyalty each person would retain their rights to their creations, and their would be no liability among anyone for anything done by another person. This may, a little to my surprise, be a way to go. It depends on what you want. Since we are not looking at a later resale of a company, or later for profit activities, the only reason to create a partnership would be to assure that the creations are mutually owned by partners and for negotiations with metaCard. I do not see why anyone would need to own mutually sourcecode which will be open source. So then the question is the licenses. I can draft a license easily enough, which could be granted by each person to use their creations. So the license is not the problem. Thus the only reason to set up a partnership would be to negotiate with Scott (whom I presume represents MetaCard) for any license that he may grant to persons. Because Scott's company seems 'nice', i.e. not sharkey (look, MC is not a perfect GUI _but aside from a ten statement object limit the starter kit is a complete package). So since, MC is probably not going to try to screw anyone (why kill a goose which might lay a golden egg) I do not think that a partnership is necessary. The license that I would draft would in such a case be for each person to alienate a part of their property right in their creation. That is, a gift, not a contract. Gifts are effective upon delivery, and are irrevocable, though the license would state limit etc. to cover your concerns. Again, this is a bit of a surprise to me and certainly counter intuitive, but it may be easier to simply do this as individuals. You would _not be considered as a partnership implied at law because of our discussion and rejection of this issue. You/We might be considered an unincorporated association, which really just means 'well, yeah their a bunch of people trying to do something collectiveley'. Unincorporated associations cannot be sued nor sue in their own names. I do not off the top of my head know their mutual liability but I expect that it is 'ordinary care'. The Elks, and other such fraternal orders are unincorporated associations, and they generally are seen, correctly, as a social good and thus the law tries to be 'nice' to them. Remember, in determining potential liability, the law _does take notice of our charitable purpose and as such would be less likely (in law, not just in fact) to impute (=assign) liability to each member for the acts of the others. This plus the practical fact that 1) no collective resources 2) no inherently dangerous activity (we're not in construction, mining, etc) indicates that in my opinion there really is not a liability issue. Anyway, if being an unincorporated association bothers anyone despite the above explanation, just insist loudly and often enough that we're acquaintances, not partners, and were ok. So, if you want a partnership, yes can be done, yes, happy to do it, yes could be the way to go if you want to share the property to be created or if we need such a form for negotiating with MC. However SR or MC certainly can negotiate with individuals whatever licensing arrangement MC desires - this may be the best way to go. ____________________________________________________________________ Get free email and a permanent address at http://www.netaddress.com/?N=1
