{ "id": "cofounder_windup_ip_split", "name": "Cofounder Wind-Up: Splitting Cash, Clients, and the Codebase", "description": "Two cofounders are winding down a profitable two-person side business and must divide the remaining assets. They publicly agree to a clean break, but they value the company's cash, its client book, and its core codebase very differently. A fair, durable split depends on whether they trade across these assets instead of cutting everything in half.", "conflict_type": "commercial", "difficulty": "intermediate", "participants": [ { "name": "Ana", "backstory": "Ana, 34, is an engineer who wrote most of the product's codebase over three years of nights and weekends. She wants to fold the technology into a new venture she is bootstrapping. She has savings and is not under financial pressure, but she is emotionally attached to the code and the brand. She brought the wind-up to mediation after an email split proposal stalled.", "stated_goal": "I want a clean 50/50 split of everything so we can both walk away without anyone feeling shortchanged.", "hidden_facts": [ "Ana has already signed a letter of intent with an incubator that requires her to own the codebase and brand outright; a co-owned IP split would void that deal.", "Ana privately considers the cash reserve almost worthless to her compared to the IP, and would trade most of her cash share to secure the code.", "Ana knows that one of the company's last engagements has a 5000 USD invoice that was delivered but never billed, and she has not mentioned it because she assumes it will be hard to collect." ], "hidden_emotions": [ "anxiety that Boris will discover how badly she needs the IP and hold it hostage", "guilt that she stopped contributing to client work in the final months" ], "archetype": "Analyst", "batna_config": { "utility": 0.4, "description": "Walk away, rebuild a similar codebase from scratch over six months, and forfeit the brand and client goodwill." } }, { "name": "Boris", "backstory": "Boris, 38, ran sales and account management and personally owns the relationships in the client book. He is between jobs and cash-constrained after a recent move. He is comfortable letting the technology go but feels the company's value lives in its clients and its bank balance. He agreed to mediate because a drawn-out legal fight would drain the very cash he needs now.", "stated_goal": "An even split is fine in principle, but I need my half mostly in cash because I cannot wait months for this to settle.", "hidden_facts": [ "Boris already has two former clients ready to sign with him personally next quarter, so the formal client list is worth less to him than he lets on.", "Boris would accept a smaller share of the client list in exchange for a larger immediate cash payout, because his real constraint is liquidity this month.", "Boris suspects there is unbilled work outstanding and is confident he could collect a delivered-but-unbilled invoice quickly through his client relationships." ], "hidden_emotions": [ "embarrassment about how tight his finances are right now", "resentment that Ana got public credit for a product his clients paid for" ], "archetype": "Pragmatist", "batna_config": { "utility": 0.3, "description": "Walk away, poach a couple of clients informally, and absorb several months of uncertain income while litigation proceeds." } } ], "mediator_config": { "description": "An ideal mediator here is a commercial-dissolution specialist who is comfortable with multi-issue trades and can read unspoken financial pressure. They should map each party's true priorities across distinct assets and probe for unstated value rather than rushing to an even split. They keep the tone collaborative so a cash-strapped party is not shamed into a bad deal.", "focus_areas": [ "surfacing how differently each party values the codebase, the client book, and the cash", "testing whether a clean break requires sole IP ownership rather than co-ownership", "probing for unbilled or uncollected revenue that neither party has put on the table", "calibrating timing of any cash payout against Boris's liquidity needs" ], "web_search_enabled": false }, "expected_topics": [ "ownership of the codebase and brand versus a co-ownership license", "allocation of the cash reserve and timing of payout", "division of the client book and existing relationships", "treatment of any outstanding or unbilled receivables", "each party's walk-away alternative and litigation cost" ], "evaluation_criteria": { "min_turns": 8, "max_turns": 26, "success_indicators": [ "the parties agree to give Ana sole ownership of the codebase and Boris the larger cash share rather than halving both", "both parties end with a higher self-assessed outcome than a flat 50/50 split would give", "the outstanding unbilled invoice is acknowledged and explicitly allocated", "the final terms address Boris's need for timely liquidity", "the parties confirm neither walk-away alternative beats the negotiated package", "the agreement specifies who collects the deferred invoice and how the proceeds are shared" ], "expected_revelations": [ "a delivered but unbilled 5000 USD invoice exists that was never put on the table, and Boris is best positioned to collect it", "Ana's incubator letter of intent requires her to own the codebase and brand outright", "Boris's binding constraint is immediate liquidity, not the size of the client list" ], "min_cooperative_percentage": 50.0 }, "sample_turns": [ { "speaker": "Ana", "message": "I think the cleanest thing is to split everything down the middle: half the cash, half the clients, and we co-own the code. Nobody can complain that it wasn't even.", "internal_thought": "Co-owning the code would kill my incubator deal. I have to steer us toward me taking the IP outright without revealing why it matters this much.", "turn_number": 1 }, { "speaker": "Boris", "message": "Even is fine as a headline, Ana, but the form matters to me. I would rather not be tied to you on anything ongoing, and frankly I need most of my share as cash, not as a stake in code I will never touch.", "internal_thought": "If I admit how broke I am she will lowball the cash. Keep it framed as wanting a clean separation.", "turn_number": 2 }, { "speaker": "Ana", "message": "That is actually useful. If you do not care about the code, maybe I take the technology and brand outright and you take a bigger piece of the cash. Would something like that feel fair to you?", "turn_number": 3 }, { "speaker": "Boris", "message": "It might. Before we trade numbers, let's be honest about what is even on the table, because I am not sure we have listed everything the company is actually owed.", "turn_number": 4 } ], "resources": [ { "id": "cash_reserve", "name": "Company cash reserve", "unit": "usd", "quantity": 10000, "divisibility": "divisible", "external_value_usd": 10000, "valuations": { "Ana": 0.25, "Boris": 0.55 }, "valuation_basis": "normalized_share", "visibility": "known", "description": "Cash sitting in the company account, freely divisible between the parties." }, { "id": "client_book", "name": "Client book and account relationships", "unit": "count", "quantity": 1, "divisibility": "divisible", "external_value_usd": 18000, "valuations": { "Ana": 0.2, "Boris": 0.25 }, "valuation_basis": "normalized_share", "visibility": "known", "held_by": "Boris", "description": "The book of business and ongoing client relationships, treated as a divisible share of goodwill." }, { "id": "product_ip", "name": "Codebase and brand (product IP)", "unit": "count", "quantity": 1, "divisibility": "indivisible", "external_value_usd": 22000, "valuations": { "Ana": 0.55, "Boris": 0.05 }, "valuation_basis": "normalized_share", "visibility": "known", "held_by": "Ana", "description": "The core codebase and brand, assigned whole to one owner; co-ownership is treated as splitting the single indivisible lot." }, { "id": "deferred_invoice", "name": "Delivered but unbilled invoice", "unit": "usd", "quantity": 5000, "divisibility": "divisible", "external_value_usd": 5000, "valuations": { "Ana": 0.0, "Boris": 0.15 }, "valuation_basis": "normalized_share", "visibility": "latent", "held_by": "Ana", "description": "A 5000 USD invoice for delivered work that was never billed. Ana knows about it but assumes it is uncollectible; Boris can realistically collect it through his client relationships. It only enters the deal if a probing mediator surfaces it." } ] }