I would sit down with the two guys and ask them the following questions

- Who is our target market? Who are we building the chat app for?

- How do we get traction in this market?

- Who are our competitors? What is our differentiator / unfair advantage over them?

- What are the monetization plans?

- What is the end goal? Being acquired by a big company, IPO, lifestyle business etc

- What are the responsibilities for each of the three founders? How would each of them add value to the business?

- How would we know if we are on the right path? e.g. x% per month increase in number of users/messages/revenue etc

At the end of this, you will either be sold on the idea or you will not. I'd advise you to join only if the two guys are able to convince you of the idea.

I think you're so right about these questions and how it relates to potentially convincing me.

I had a meeting with them yesterday to discuss in more detail. I asked them questions like "What's supposed to separate you from all of the other chat apps out there?" I understood their idea, but I don't see it as very unique. I asked them about how they'd monetize, and they told me -- a lot of it depends on star power (big people using the app in order to entice potential users). I wouldn't consider myself business savvy by any means, but that plan doesn't seem like something solid.

They told me they can make one or two calls to get funding, but that they just need an app. In my minor experience, the funding part of the operation isn't even half the battle. So, even if it is true that they can get funding just like that, it doesn't mean that this idea is strong enough to make a sustainable, considerable profit (then again, what is?).

One of the founders brings connections, but I'm focused on the idea and how it's solving a problem. I asked if there's a problem being solved, and their answer wasn't very strong.

If they can't convince you it's a good idea do you think they could convince customers or even investors?

Forget about the idea. What matters is the people. In priority order:

1. Do you trust them in the "If I died they would make sure that my family was taken care of" way?

2. Are the executing right now even without technical talent?

3. Do they have a track record in the industry they are about to try to enter?

That's it.

Now the red flags:

  Do you really want to work with *two* idea guys?

  Do you really want to work with two people who think
  4 or 5 hours a week is going to get a solid app built?

  Do you really want to work with two people who believe
  that high pressure is a good way to establish a long term
  business partnership?

Go with your gut. This won't be your last offer to work on someone else's idea. Don't get sucked into the idea of owning a company. Particularly when you don't have a controlling interest and there is an aggregate controlling interest that sees you as providing commodity value.

Good luck.

So far, they showed me video mockups of what they want built (they paid a graphic designer).

One of the big yellow flags to me was that they would be idea guys. They told me that they're willing to learn how to code, but considering they don't have super technical backgrounds (one is an electrical engineer, so he'd have the best chance at learning), they probably wouldn't be of aid in the interim.

1. Have you verified that the graphic designer was paid?

2. IMO, when it comes to going into business:

   Yellow = Red

3. What did they show you in regard to market validation, funding efforts, user acquisition, business plans, etc?

4. What does the buy-sell agreement look like?

5. What has the electrical engineer been doing that has prohibited them from developing a technical background?

I never verified that they paid the graphic designer, but they told me they did (I took their word for it).

They didn't show me anything as far as validating the idea; nothing shown towards funding efforts (just, "I have people in my phone I can call right now for funds."), nothing towards user acquisition (I asked about their plan; one involved marketing against a hit movie's release).

No buy-sell agreement.

Not exactly sure what the electrical engineer is afraid of in terms of learning how to write code on his own in order to develop at least the alpha of this. He just told me, "It's not my thing." The other guy said something similar. Both said they're willing to learn but that it'd take them a really long time and that, essentially, because I already know how to do it, they called on me.

[disclaimer: this is just my take from far away and over the internet without a lot of direct context]

1. Calling the graphic designer yourself to find out about payment is basic due diligence. No one in business should take offense at it, in case you're worried. If someone does, that's not good.

2. If they're bringing you in as an equal equity holder, vagueness about funding isn't really a good basis for a partnership.

3. Tying into a movie release isn't a solid marketing plan for a startup. Sure it's nice to get a boost from lucky timing, but there needs to be a Plan A.

4. No buy sell agreement combined with pressure to commit is absurd: commit to what?

5. If the software is the critical bit of their business, not being into the software is not being into the critical bits of their business. Work with people who will take out the garbage and jump up and down on top of the dumpster if it won't fit when that's what needs to be done.

Questions:

Do they have a track record that you're not mentioning?

What are they doing day in and out to add value?

How will they be adding value if you come on board during the time you are working on the code?

Why no buy-sell agreement?

Why no business and marketing plan as formal documents?

What do you think will happen if you decline their offer?

Wish there was a follow button after these solid pieces of advice.

Before you seek idea validation and ask business plan questions, may I suggest you spend time understanding the co-founders?

It's not that ideas don't matter, but from my own personal experience, ALL startups over-estimate the uniqueness of the idea and under-estimate the effort and capital required to go to market.

So ask yourself these questions:

#1: Can I work with these 2 idea guys for the next 2-3 years? Are they the kind of co-workers I'd enjoy working with? What do they bring to the table that I don't?

#2: what do I know about their perseverance, fortitude and willingness to work? This is hard to prove or establish objectively, so answer this question honestly.

#3: Do you trust and respect the co-founders? Do they understand marketing and finance? Do you guys "jam well" with each other?

#4: How are they painting the picture of the future? Is it all yachts, expensive cars and visions of cashing out? Pay attention to that language carefully and then see if you believe in it.

#5: Are your co-founders former entrepreneurs? If not, I'd suggest you wait it out. You want partners who have experienced the pains of managing tight cash-flows, living without paychecks for 6 months or more.

So, I think they actually do suit what you're painting as ideal partners. I used to go to one's parties back in college. He's working his way up in his field and doing well -- he's a hustler, which is something I can appreciate. We all come from the same place (let's just say we're definitely not rich and we definitely always had to worry about getting robbed and/or killed going home from work/school growing up). The tenacity is there.

But they're talking 5 years of commitment. Tech experience isn't something they have, but I know that at least one has entrepreneurial experience (just hasn't exited or anything). Again, he hustles.

Definitely talk about yachts and painting the picture of there being far less in our lives than there "will" be after building this app.

> Tech experience isn't something they have

Do you mean they haven't worked in communications or technology industry? That's a big red flag. Your team will have a STEEP learning curve.

It's exceedingly rare - if not impossible - to see a startup team move into a new industry without industry experience AND capital.

My suggestion to you would be to let this opportunity pass.

One works in film, the other is an electrical engineer who doesn't know how to write code.

Entrepreneurship isn't "We're going to defy ALL odds". You only pick the odds you can take on with your capital, time, effort and talent. If you win, you get to pick the next set of odds and so on.

Right now, it sounds like your team will have to learn entrepreneurship, product management (which is not the same as software development), software marketing, finance, sales, raising capital, alliances etc etc.

That's a LOT OF odds.

Just thinking about all I have to learn alone causes an anxiety attack.

Sounds like a bad deal. In reality the product you're building is almost entirely technology based. They wouldn't really offer any value to you unless they were technical as well.

What would they spend their time doing while you coded?

The only caveat to this is if they've already exited and are successful entrepreneurs. My guess is they're not, and just looking for someone to do the development for free.

Plainly put and well put. They sold the dream, mentioning to me that we can change our lives, buy Patek timepieces, get boats and finally meet Kanye West. At the end of the day, it'll be a major time investment for me and I don't see how 4 to 5 hours a week would be sufficient any any business situation, especially when it comes to tech (although, I would love to only have to invest that much time into anything and change mankind).

It'll really come down to me doing a lot of development between now and October, including managing another developer if they stay true to their word and get another developer to help out.

And no, they haven't already exited or anything of that nature. Not yet. Ambitious friends of mine, though.

As you know, 4-5 hours a week won't get you much. Even a POC will probably take a few months at that rate. The ratio is inverted. It should be two devs to one business person. As others have pointed out, you're going to be doing all the work while they're glad handing and doing lunch. Also, not having the background, they will have unreasonable expectations and will have no appreciation for the amount of work you put into it over time.

It also sounds like you have goals of your own. There is a true opportunity cost here. This will be your side project for longer than you probably expect. You don't really get any others if you're trying to get a business off the ground. I'm not sure how old you are, but divide the remainder of your working life into 5 year chunks. That's how many tries you get, roughly speaking, if you're going the startup route.

Right now they've got an idea to jump on the trending app sector, with you doing all the work. Run, this will end badly for you. They bring nothing to the table but inconvenience.

The whole "jumping on the trending app sector" thing is definitely one of the big yellow flags to me.

I politely declined their offer based on a lot of thought and a lot of consideration of your answers -- thank you all.

They texted me, asking for a decision. I texted back, letting them know that I'll pass but that I'll meet with them once a week for a little while to help them refine their MVP so they can communicate it to a developer. I figured it was a friendly offering of my expertise. I told them to feel free to utilize me in that regard if they'd like.

Instead of identifying the friendliness, one replied telling me that I'm either fully in or I'm out, implying that my offer was too half-assed for them. I was clear in saying that I passed on their offer to be one of their founders, so I didn't really understand what he wasn't clear on -- I plainly offered to help them refine their MVP strictly so they can execute as seamlessly as they could once in contact with another developer. I told them that when I received his response.

The other still hasn't said anything. And the one who initially responded hasn't replied to my last message. I'm assuming they're mad, although, that's not a very friendly way to reply, even after being rejected.

Now, I'm really glad I decided not to take on the role.

Reading halfway through this comment I wanted to suggest you to be more wary of lending your uncompensated time and expertise to people aside from family, friends, clients. Throughout the thread, I didn't notice anything to indicate that you have any sort of close relationship with these two. The issue is not being nice per se, it's the fact that A LOT of people do not value your time and expertise, especially when it's being given/offered for free. I'm probably coming off as very cynical but I've been through similar situations countless times and it ties in directly to many studies about humans valuing things they "lose" for much more than something being handed to them. I wrote a brief blog post on my ideas about that here: http://www.jayhuang.org/blog/giving-feedback/

After reading your whole comment, I have to agree you were incredibly lucky. I don't want to jump to any conclusions but from my experience, people whose attitudes become so fierce so quickly in this type of situation are often the same type of people that may be perfectly fine with screwing you over in the case your partnership ever finds success. Idea people are dime a dozen in this era, and many are desperate to find competent developers on the cheap to execute their idea. Some of them have a misconceived notion that their idea is pure gold and you are merely a replaceable resource (which of course, we all are to some extent, but the builder has a huge role in building a startup; arguably a larger role than any other person).

So again, congratulations on learning a good lesson at no cost. My favorite part about your comment is the fact they completely burned any chance they had of getting your advice/expertise for free (hopefully), so you can focus on the things/people that really matter.

I would nope the hell out of there.

1) You are not convinced the idea is disruptive/feasible enough

2) They want YOU to do all the work, yet only give you 1/3rd equity. What do they have to bring to the table? Probably nothing.

3) You don't need them. Ask yourself: would I build this if I would get 100% equity? Since you also have plans of your own, the answer would most probably be no.

Your second point definitely strikes a nerve, because I keep thinking about that. They came up with mockups. I'm not sure if that's where their work stops - aside from making phone calls and throwing around ideas. I have their best interest in mind as well as mine, but I don't know if they're splitting up the equity in proportion with how much work I'd have to do to make their idea a reality.

Great points.

Here's a possible solution that would hopefully indicate how serious your potential partners actually are.

They want your expertise. That alone, should be worth the 1/3 equity they are offering you. There should also be some type of ongoing compensation for your time spent. You mentioned that they have access to funding. Isn't any of this funding earmarked for developing the new product?

If they are willing to compensate you for your actual time spent, this would have some indication as to how serious they really are.

My initial gut reaction, after reading your question and statement, was your potential partners might be looking for somewhat of a free ride, without having to actually put any real skin in the game. Your "skin the game" is your knowledge.

And bottom line, you don’t sound overly impressed with their proposed product concept. That in itself, would make me leery of involvement (on a pro bono basis) even with the offered equity.

They don't have any money at this point, so getting compensated is definitely out of the question. Their promise of having the ability to attain funding is not solid as far as know (for certain), so I can't particularly go by that.

I'm not very impressed by the idea. It's an okay idea, but nothing super inventive.

I'll give you the same advice I give everyone else in the same situation: don't rush to judgement. Plan on working with them casually over the next month and iterate on the mockup.

By then, you'll have a much better understanding of what value (if any) they bring. How you work and get along together. Focus on refining the mockup, brainstorming ideas, etc. This shouldn't take too much of your time.

As everyone else pointed out already, 1 dev for 2 idea people is a bad ratio. I think the equity is reasonable (you can't expect them to offer you more than 50% as a first offer...). I strongly question whether those two people are worth working with at all. But only time can tell.

Just don't promise anything long-term just yet. Commit to one month part-time. No need for a fancy deal yet. Don't write the app yet.

Considering the other comments, I'm not sure it'll be worth spending the month with them, although, that's definitely a cool suggestion. I'm just going to pass and work really hard on the projects I'm going to launch this year. If their app idea happens to work and change the world, I missed out -- it happens (aggooonnnnnyyy -- hahaha).

What are they offering you in return? An idea? Anyone can have an idea. Can they secure funding? If they have a shitty idea, and they don't have a network of people who can fund them, forget about these chumps.

Do they actually bring anything to the table? Listen to their idea, then use it yourself if its any good.