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I think my co-founder registered an LLC

One more validation that proves that an online database where you can explicitly pledge equity to someone upfront is a must. Check out the new http://fairsoftware.net that's what it does.

To answer your questions: if it's your code and you didn't sign anything, your "friend" is not in a strong position, since he most likely has no rights to it.

By the way, stop calling someone "your friend" when they threaten to sue you.

Now for a final word of advice and in the spirit of helping resolve a situation that I have witnessed many times, I'm willing to talk to both of you, as a neutral third party, hear each of you out and report back to both privately what I recommend. Use my contact info - I have done this in the past.



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