Requiem for a Partnership

My partnership with this skin care girl is hanging by a thread.  We are negotiating the operating agreement of our company.  She wants the following, which I consider non-negotiable:

1.  She wants me to commit to coding the Android version of the product in its entirety, even though all spas use iPads and we only want it for marking, and even though I spend all my time doing partner meetings and dealing with her and specs.  For example, I just spent a 4 day weekend not prototyping the cloud sync feature like I needed to, but re-writing some wireframes she did poorly.

2.  She doesn't have much money, which is fine.  I told her I would front all of the money if I made 9% APR on my investment.  This bothers her, as she feels I shouldn't make more money just because I'm the one bankrolling the entire operation.  She wants me to just donate my money for free.

3.  She wants a 51/49 arrangement of ownership.  Normally, I would be perfectly fine with this arrangement.  The problem is she wants the 51.  Not only is that ridiculous because I believe I'm doing more work, but I've seen how she reacts when we disagree on something and she feels threatened, and I'm certain she is going to want to put it to a vote instead of actually listening to me.


I think our partnership is about to implode.  This makes me sad, because I have spent months on this project.  The market is there;  the technical side is there.  It seems like a great opportunity.  Also, I will feel sad if she goes off and finds other people to do it with and makes millions of dollars.  However, it takes more than that to succeed, and I'm not going to do all this work to escape my corporate masters just to trade them for an emotional one.

Fortunately...I have learned some great lessons.  I got some experience dealing with emotional business people.  I learned the hard way that if you are going to contract work out, the written specs and wireframes are ridiculously important--they are more important than anything else, and the business people you are working with might not understand what it means to "sign off" on something.  They may look at it and say its ok, but you have to go in there and make sure they really understand whether something is missing.  They also may not understand that if a feature isn't in the spec, its not going to happen, not even if they mentioned it to you once a few months ago.

AAAAANNNNDDD.....she just responded saying we need to "finalize" our agreement in person.  No response to the parts of my email where I carefully laid out the three non negotiable things I won't budge on.  So I guess this conversation is going to have to make a few laps before it gets resolved.