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Posted: 11/1/2006 5:14:36 AM EDT
This may be a long shot but I need some advise for what I consider to be a significant purchase of the rights to a computer software package.  The software was written by a very skilled youth who just turned 15 but he does not have the time to support the product further and the stress of the product got too great for him.

So, I have an agreement to purchase via e-mail correspondance and I am working to prepare the contract at this time.  My concern is...  can an adult enter into a legally binding contract of sale with a 15-year old?

Should I provide a mechanism for a legal guardian to cowitness this contract?

I am confident I have offered a fair price for the software and I am concerned that it may take me over a year to recover this initial investment so I need to ensure that I am not open to any later counter claim to the rights to the script because he was not old enough to enter into contract like this.

In case anyne cares, I live in PA and I am 37.  The person I am buying from is 15 and in FL.

I welcome any advise as I really can't afford to get burnt on this.  I will be talking with an local attorney soon but as always you all provide great advise and perhaps you will help me think of something I had missed.

Ken
Link Posted: 11/1/2006 5:18:54 AM EDT
[#1]
Not a lawyer....but I helped my wife study for the bar so I can tell you all of the elements of a valid contract...

One of them is competency, and a minor is not considered to be competent.
Link Posted: 11/1/2006 5:19:05 AM EDT
[#2]
No legal contract with a minor...  His parents own the sons rights until he is 18.
Link Posted: 11/1/2006 5:22:22 AM EDT
[#3]
In Ma. a minor is not bound by any contract  He could sell it to you, and then to 5 other people and you could not do ‘Jack’ about it. Get your Atty. Involved if you are serious about this.
Link Posted: 11/1/2006 5:25:01 AM EDT
[#4]
Mind you, I only got a C in business law, but I do remember two things.
1.  Don't make contracts with minors.
2.  Don't make contracts with crazy people.
Link Posted: 11/1/2006 5:25:33 AM EDT
[#5]
You better get a lawyer. Minors cannot sign a contract and parents can't sign away their rights.
Link Posted: 11/1/2006 5:33:23 AM EDT
[#6]
Minors cannot make contract.
Parents cannot make it either.  
Only a court appointed guardian could, and even that would be a snake pit.
Walk away.
Link Posted: 11/1/2006 5:34:16 AM EDT
[#7]
Working for an equipment rental store here in PA, I can't write a contract and rent to a customer if they aren't at least 18 years of age. Not even a cordless drill.

If a minor signs a contract, it's pretty much meaningless.
Link Posted: 11/1/2006 5:40:16 AM EDT
[#8]
Thanks everybody...  you confirmed my concerns.  I will need to figure out how I can address this.
Link Posted: 11/1/2006 5:43:54 AM EDT
[#9]
In Texas, a contract with a minor is "voidable," meaning the minor could choose to not pay or perform under it and you would have no recourse, but there is nothing wrong with trying to do it.  You just need to realize that the money you put in is not recoverable if something goes wrong.

bd
Link Posted: 11/1/2006 5:47:03 AM EDT
[#10]
Link Posted: 11/1/2006 5:48:30 AM EDT
[#11]
DANGER WILL ROBINSON!

As other posters have mentioned, unemancepated minors cannot enter into contracts.
Link Posted: 11/1/2006 5:48:51 AM EDT
[#12]
a contract with minor is voidable, if they do not live up to ther obligation they are not liable to make up for the shortcomings on there part.
Link Posted: 11/1/2006 6:12:26 AM EDT
[#13]
Let me share a little more then...

What I am buying is a mostly finished script and I am buying the rights to the source code, support forum information, customer information (with license info), etc.  The reason I am doing this is that I want to build on the base script making a bigger product.

My plan, and this has been agreed to, was to pay 50% up front and then the last 50% upon the transfer of the source code, customer information, and support forums (bugreports, feature requests, and product enhancements).

So, really I guess as long as I pay for this and get this meaterials...  in a year it really doesn't matter if he comes back as I will have have what I need and it was obtained via a reasonable payment.

Am I wrong?  Could he come back in a couple years and claim rights to my product that will use his underlying code(which I am buying under contract with a 15-YO?

Does a 15-Year Old even have intelectual rights to property (if they can not be bound by a contract?) --- Not that I don't want to pay for the rights!

I know I need to talk with an attorney on this but I assume we have more then a few on here...
Link Posted: 11/1/2006 6:23:22 AM EDT
[#14]
Just do what Microsoft does.

Steal the code, deny, deny, deny, then raid his house and charge him with pirating music!
Link Posted: 11/1/2006 6:30:53 AM EDT
[#15]
Thanks

I got the following from someone else that has some experience with these issues...

Thi ssounds like it has the potential to be a real nightmare:

www.businessweek.com/2000/00_22/b3683155.htm

Link Posted: 11/1/2006 7:16:37 AM EDT
[#16]
If the kid wrote the software then he is smarter than you or me in regards to software.  Once you took this over, he would write better software and either run that himself or sell to your competitioin.  He would also have to sign some type of no compete clause that he would not write similar software.
Link Posted: 11/1/2006 7:30:43 AM EDT
[#17]

Quoted:
If the kid wrote the software then he is smarter than you or me in regards to software.  Once you took this over, he would write better software and either run that himself or sell to your competitioin.  He would also have to sign some type of no compete clause that he would not write similar software.


The kid is a skilled coder...  No Contest ...  I plan to hire him in the future to keep improving it and I am a competant coder as well but not to that level!  I had planned to do a "no compete clause" but if the contract has no legal basis then there is no reason to fill it with legal conditions that have no enforceable basis.

I just need to be careful of projects with monors in the future but I have too muct time invested in this project to walk away at this point so I am going to have to go into this with the knowledge that I am exposed to risks in the future.
Link Posted: 11/1/2006 7:57:26 AM EDT
[#18]
In my non-legal opinion...

I would hop a plane to Florida and sit down with the kid and his parents.
Explain the whole plan.
Express your concerns.

The kid has an opportunity here. Your hand is extended.
He can either take the opportunity or shit in your hand. Which is wiser?

If the parents agree, it can be a binding contract, which transfers to the kid at 18.
You can split the cost of a neutral attorney to help.
(Their half coming out of the package payment meaning you'd pay up front then deduct)

Help them help you.

There are still some honorable people left in the world. Go with your gut once you meet the whole clan. Obviously the kid isn't stupid.
Link Posted: 11/1/2006 8:31:04 AM EDT
[#19]
I just wouldn't tell him that he can't enter into a binding agreement.  If he doesn't know it's non-binding he can't take advantage of you.

I plan to hire him in the future

Then I wouldn't worry too much.  He'll be hurting himself if he attacks you.  As he found-out early, writing good software is only half the battle.  Finding new customers and supporting not so bright end users is the real hassle.  If he is smart, he'll realize he is better off leaving that hassle up to you.  I've programmed on and off for the past 35 years, and I would love to be able to find a partner that could competently do that for me.z
Link Posted: 11/1/2006 8:44:59 AM EDT
[#20]
Enter into the contract with the parents.  The kid is just like a worker for their family business.  If your contract with the parents states that it's their code, then if the kid successfully renigs later on, the parents should still be held liable for their contract with you, either by breaching it or by falsifying it (by claiming it was their code).

I'm not a lawyer, but I did see a few holiday inn express commercials.
Link Posted: 11/1/2006 8:45:56 AM EDT
[#21]

Quoted:


I know I need to talk with an attorney on this but I assume we have more then a few on here...




Given that you are dealing with a minor, have potential multi-state issues, wish to impose a non compete clause and are dealing with potential rights to intellectual property you would be a complete and utter fool not to consult with an attorney that works in the employment and/or intellectual property arena.

I would start with one in Pennsylvania. It would also be a REAL good idea to consult with a Florida attorney experienced in the same areas unless your PA is fluent in Floridian. If he doesn't have a Florida license, you might wish to consult with a LICENSED FL attorney no matter how sharp your PA attorney is. Noncompete law varies wildly from state to state as does general contract law.

You are unlikely to get good comprehensive legal advice from anyone here because of the sheer complexity of issues and the problem solving work that will be necessary.
Link Posted: 11/1/2006 8:49:05 AM EDT
[#22]
I have a handy dandy rule of thumb.

If they're not old enough to fuck, they're not old enough to fuck with.
Link Posted: 11/1/2006 9:43:55 AM EDT
[#23]

he does not have the time to support the product further and the stress of the product got too great for him.

Run away. Fast.

The last thing you want to do is buy any software that you can't get any support for. The kid may or may not be brilliant but without industry experience, there's a likelyhood that what he wrote isn't going to conform to common software development standards and practices which may make any future maintenance difficult and expensive.
Link Posted: 11/1/2006 9:57:16 AM EDT
[#24]
Well, that is what got him into trouble... and I had to go back and reverse document all the variables, functions, and phrases to allow me to customize the script for my needs.  I have countless hours working on this script as a customer making it do what I needed to do back before he decided to stop supporting it...

Otherwise, I would not be considering this and I would code my own from scratch.
Link Posted: 11/1/2006 10:11:38 AM EDT
[#25]
Wow that kid must be some programmer.
Link Posted: 11/1/2006 10:14:27 AM EDT
[#26]
Do you want to see...  I have made modifications to the script to fix some bugs but the script I am buying is the basic classifieds script I have running on my timeshare website here:

www.timeshareforums.com/forums/sr_classifieds.php



Link Posted: 11/1/2006 5:20:24 PM EDT
[#27]
Forgive me for not digging into it more, but why not just do some hacking on PHPBB to do the same thing?  
Link Posted: 11/1/2006 6:51:53 PM EDT
[#28]
PhpBB  That is funny  

Comparing vBulletin to phpBB is like comparing a moped to a Harley  I still have a couple sites on phpBB but that is because they get so little traffic that it is not worth my time or money to upgrade them to vBulletin!  Another analogy... vbulletin is to forum software (compared to phpBB) as Microsoft Word is to word processors (compared to Wordpad).  Really, it is THAT much better!
Link Posted: 11/1/2006 7:05:05 PM EDT
[#29]
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