Cermain Cheung Modern counsel for what you’re building.
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Practice 2 min read

The second invoice

I get two calls from every partnership — the good day we sign, and the day it's already gone wrong. What sits between them is the whole story.

Partnership

I get two calls from every partnership.

The first one is a good day. Two people have decided to build something together, and they want it done properly — the shareholders' agreement, the split, the signatures. They come in optimistic, a little impatient. Things are good between them, so the document feels like a formality before the real work. I make my suggestions. Most of the time they take them without much argument — not because they've weighed each one, but because everything is fine right now, and picking over a clause feels like distrust when you like the person across the table. They sign. They relax. I don't hear from them for a while.

The second call is different.

By the time it comes, it's rarely "we've been arguing." It's already past that. One of them has stopped showing up. Or one is talking about suing. Or something has quietly gone — the clients, the money, the code. Same partnership. Same document. Second invoice.

What strikes me every time is what's missing between the two calls. There was no call in the middle. Nobody rang to say, "something's drifting, can we talk before it's bad." It went straight from the good day to the wreckage, with nothing in between — and that nothing is the whole story.

Because here's what eighteen years of taking both calls taught me: it was almost never the clause. I've read those agreements back afterwards. They were fine. Standard. What broke wasn't in the document, and no document would have caught it — because the thing that broke was never written down. It was everything that happened after the signing: the roles that changed, the one who slowly took on more than anyone agreed, the resentment with nowhere to go. The conversations that never happened.

The paper described the partnership on one day — the day they signed. Then they lived it, every day after, and nobody went back to check whether the paper still matched.

I'm not writing this to make you afraid of your co-founder. Most partnerships have hard patches and come through them fine; that was never the danger. The danger is the quiet version — the drift nobody names, until an ordinary bad day lands on years of it.

That's what I want to write about. Not the clauses. The space between the two calls.

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