I guess I'll just start from the beginning... I decided to get into the Pocket PC market since the games are easy enough to create for the platform. I've never done anything "commercial" before, but I've planned to publish this game through a Pocket PC game company that's already well established. So I started the game engine with a game idea in mind. About a month after development I started looking for some help with the graphic aspect of things, since all I had were sprites that I was using temporarily. Somewhere along the line after looking for help, I picked up this guy who wanted to help. He was looking for work that he could put on his resume. I gave him a demo of what I currently have done, and we discussed the gameplay and story. I had an idea of where I wanted to go with it, but nothing set in stone. He gave me some ideas which were good, so I added what I liked. Also during the time he's been doing some artwork, he's given me some gameplay ideas etc. I've also added some of those ideas to the game as well. First, he tried his hand at making sprites, but after two days he couldn't get anything good. I said okay, no problem, let's have you do what you do best, and that's drawings and 3D work. So he started on 3D work. His 3D work is quite good, and I want to use 10 full blown 3D images for the main plot. Basically as cheap cinematics since doing full blown movies would be extreme for a hand held device. This is where problems start showing up. Since I have a publisher interested, I started doing research on the % each person of the development team gets. Usually 10-15% to the publisher, 30-35% to the spriter, 15-20% for sound/music, and the rest to the programmer. The 3D guy I have is the odd man out, but I was thinking of reducing my cut and part of the spriters cut (since he is doing graphic work) to give him 10%. We started discussing how much he'd want for his percentage. We have him doing a single full blown 3D image now to see how long it takes. Based on his time spent so far, he'd want 15% to basically build 3 unique locations and 3 models. He said he'd give me any number of angles, positions of models, etc. I wanted, but to model more locations and models would take more time and obviously he'd want more. This is basically 5% for 1 model and 1 unique location. There's just no way I can possibly consider giving him 15%. That's half of what the pixel artist would get, and the pixel artist would have 4-6 months worth of work to do. 3 models and 3 locations would probably take a month or maybe two. Not to mention that extra percentage would have to come from somewhere, and on top of that we're not even talking about the full 10 unique locations I was thinking of having. So after some discussion, he said he'd finish the first 3D image to get an exact time frame, and then get back to me to discuss further what % he'd get. Here's where I need legal advice: - If I decide to not use his work, is it okay to say "sorry, but you're too expensive" or "I'm not satisfied with the quality of work for that price" and walk away without giving him compensation? After all no % has even been settled on. If I knew these % ahead of time (which he was unable to give me) I would have simply said "no thanks." - There's also the issue of game ideas of his that I'm now using. I'm now worried about having to give him a cut just for the game ideas. I certainly don't want to do that, after all beta testers give ideas all the time. Am I going to be forced to totally redo the storyline and gameplay elements? Obviously gameplay would be similar to what it is now (after all, how many Diablo clones are there?), but it'd take a different approach. - And finally, I'm worried about the 2 days of pixel work that he did which was not even close to good in quality. I don't feel I need to compensate him for that, especially since nothing will be used in the final product and he didn't have any pixel art to show me ahead of time (although I am using one of the sprites as a place holder for the time being). In any case. I've got myself in quite a little bind here. I'm not sure what to do, but I will say one thing: I've learned my lesson the hard way. It's just a question of getting out of this bind without having a legal dispute on my hands. Maybe I'm worrying about nothing, but then again I want to cover my butt. That's why I'm here. Thanks for your time. :)

Personally, I think you should setup a company and do away with the percentages...

1. If you made no prior agreement to use his work and you decide his services are no longer viable, you may legitimately cease cooperation with him; that is, you may legally leave him unpaid if you do not use his work. However, if you do have a prior agreement...

2. Ideas are a dime a million. If he solicited ideas to you without an agreement claiming those ideas as his intellectual property, those ideas are yours.

3. If you agreed to compensate him for "two days" of work, then you are legally and ethically bound to compensate regardless of whether the quality of work was poor unless your agreement prior to his employ stated that the quality of work must be satisfactory. In that case, you could lawfully reject any claim of compensation for those "two days" of work.

You're probably worrying about nothing. Might I suggest enrolling in a Business Law course at a local college? It's mostly logic and common sense.

By the way, see this entry for some information on the types of contracts in common law.

First off, good luck on your project.

Now to the topic at hand. You have put yourself in a position where "he" is dictating the terms. Stop that right now! You take the cut you need, you have every right to your piece of the cake so don't step back on one single percentage. What "he" needs to realize, is that there are a thousand more 3D artists out there. All of who can probably do a better job than him and would be happy to take the money you offer. The second thing I notice is that you originally hired him for another job and that he could not deliver, that really puts him at the disfavourable end of the percentage discussion. He should be glad that you keep him on the team at all. Until you have something on paper you don't owe him anything. It is only when you decide to use his work that he must be paid. Therefor it is important that you do this "before" using any of his material. If he can't accept the terms then quite frankly you need to cut him loose. Make him understand that and see if he comes around. It is a hard thing to do but quite necessary. Business is war and you need to learn how to play it.

Nothing is in writing at all. Nothing was ever discussed until recently, and still there's nothing that I've agreed on.

I'll e-mail him immediately and tell him right out that his current percentage is too high. I'll offer the 10% for the original 10 images I had in mind, and if that's not good enough then I suppose I will have to send him on his way.

That's the right thing to do, really it is.

Quote: Original post by wyrd
Nothing is in writing at all. Nothing was ever discussed until recently, and still there's nothing that I've agreed on.

Again, see this entry at Wikipedia for information on types of contracts. A legal agreement (aka. contract) can be formed in writing, orally and/or impliedly.

When it comes ot oral contracts, don't! Always have it on paper, always. Without witnesses that is bascially worth nothing. Always sign contracts between team members, companies etc... before you do anything for/with anybody. Don't hand over any kind of material without a NDA. You get the picture, it is all about covering your back. A last tip, when signing a contract with a publisher, try and get a clause giving you right to damages if they try to pull out of the deal. They will do the same to you.

Quote: Original post by MichaelT
When it comes ot oral contracts, don't! Always have it on paper, always.

Most business is conducted on good faith. The majority of the contracts formed for, for example, services are oral. Oral contracts are enforceable. In only rare circumstances will a party to an oral contract dispute the existence of the contract and only in similarly rare circumstances will such a claim succeed in court. That is, if a case can be made in the first place. If no case can be made, small claims court is the avenue which parties to the contract will have to take, and sometimes (usually) that's not in the best interests of either party.

The requirements of a valid contract are: agreement, consideration, contractual capacity, and legality.

1. An agreement consists of an offering of consideration and an acceptance of the offering in exchange to perform or refrain from future performance of some legal act.

2. Consideration is something that the offeror is willing to part with and the offeree is willing to accept.

3. Contractual capacity concerns qualification of involved parties as competent. For instance, a contract formed under the influence of alcohol may not be enforceable.

4. The purpose of the contract must be legal and not a violation of public policy.

All contracts in the eyes of the law are determined using the objective theory of contracts. Whether a contract was formed is not simply a matter of he-said-she-said. The following issues are considered: a) what each party said during entrance into the contract, b) the verbal, oral and/or implied behavior of each party, and c) the transactional situation. That said, if there aren't enough facts to make a case, a case either won't be made, won't succeed, or the case may be judged in a reasonable manner, which may not be in the interests of either party.

Oral contracts are fine for most transactions and are most often used. Written contracts are only required (and desirable) for certain activities. If you go around demanding written contracts for all transactions as you suggested, you're likely to never (or rarely) get business (or anything done.)

When he first contacted me, his words were, and I quote, "I'm interested in helping you with your RPG Pocket PC project. Money is not of initial interest, Just something for the resume."

In any case, I sent the e-mail out to him some time ago to clear things up. I'll keep you informed as to what he responds with. Thanks again for the help.

Quote: Original post by Adraeus
Oral contracts are fine for most transactions and are most often used. Written contracts are only required (and desirable) for certain activities. If you go around demanding written contracts for all transactions as you suggested, you're likely to never (or rarely) get business (or anything done.)

For any contract that is formal then yes, I do want it on paper. That is not the same as a written contract mind you. A paper is a physical evidence. Nothing more than someone asking you to send them a memo about it. Oral contracts are only enforcable in court when you can prove the agreement. Most of the time, you cannot. I could give you personal real life examples of what could happen but I'd rather not.