A business arrangement built around the promise of a share in future software profits ended in a legal dispute after a Georgia technology company terminated its relationship with a software developer.
asserted
company → build → developer
The developer claimed he had been promised 30% of the profits from products created by a joint venture, along with an opportunity to operate the venture using his intellectual property.
asserted
he → claim → property
However, the business owner maintained that the proposed partnership was never formally established and that the developer had already been paid a salary for his work.
asserted
developer → maintain → work
The Georgia Court of Appeals has now sided with the company and its owner, reversing a lower court's decision that had allowed several of the developer's claims to proceed.
uncertain
several → side → claims
The October 29, 2026,
ruling in Bruce Mortimer et al. v. Jeff White, available on Justia, found that the parties never reached an enforceable agreement to form a partnership because essential terms remained unresolved.
asserted
terms → find → partnership
The court also rejected the developer's alternative claims involving unpaid services, intellectual property and alleged trade secrets violations.
uncertain
court → reject → services
A 2018 promise to share software profits
The dispute began in 2018, when Jeff White joined RutterKey Solutions LLC (RKS), a technology services company owned by Bruce Mortimer.
asserted
White → share → Mortimer
White worked as the company's Chief Technology Officer and Vice-President of Product Development, with the responsibility of building an in-house team to develop and license software solutions.
asserted
White → work → solutions
According to White, he and Mortimer discussed creating a separate joint venture through which they would develop and commercialise software products.
uncertain
they → accord → products
In December 2018, they allegedly reached an oral agreement to establish a limited liability company, with White receiving 30% of the venture's profits and permission to operate it using his intellectual property.
uncertain
White → reach → property
White later relied on a 2022 letter of intent (LOI), which referred to a mutual understanding to establish a partnership for product development under the RKS brand.
asserted
which → rely → brand
It also described a proposed 70-30 division of profits from software licensing or intellectual property sales, with White receiving the smaller share.
asserted
White → describe → share
However, the document stated that the partnership's final form and structure would be decided later with professional guidance.
asserted
form → state → guidance
Relationship breaks down after five years
asserted
Relationship → break → years
The working relationship continued until September 2023, when Mortimer terminated White's association with the company, reportedly citing insubordination.
uncertain
Mortimer → work → insubordination
White subsequently filed a lawsuit in October 2023, alleging breach of contract, conversion of intellectual property, trade secrets violations, promissory estoppel and other claims.
uncertain
White → file → property
He argued that Mortimer and RKS had failed to establish the promised company, share profits or allow him to operate the proposed venture.
asserted
him → argue → venture
Mortimer and RKS disputed the allegations, arguing that no separate partnership had ever been created.
asserted
partnership → dispute → allegations
Mortimer said he had considered a joint venture as a way to incentivise White's work but eventually decided to manage the product development activities entirely through RKS.
asserted
he → say → RKS
He also maintained that White would receive an incentive equivalent to 30% of net profits from qualifying products developed by White and his team.
asserted
White → maintain → White
However, according to Mortimer, the products generated no net profits that would make White eligible for the payment.
uncertain
White → accord → payment
Court finds essential partnership terms were missing
asserted
terms → find → ?
The central question before the appeals court was whether the discussions and subsequent letter of intent amounted to an enforceable contract.
asserted
discussions → amount → contract
The judges found that they did not.
asserted
they → find → ?
For a contract to be legally enforceable under Georgia law, the parties must agree on its essential terms with sufficient certainty.
asserted
parties → agree → certainty
An agreement to negotiate or finalise important details later is not enough.
asserted
agreement → negotiate → details
The court pointed to several unresolved issues, including how the venture would operate, how expenses and revenues would be allocated, when profits would be distributed and which software products would qualify for profit-sharing.
asserted
products → point → sharing
White also acknowledged that the parties had never settled whether he would have decision-making or veto rights as a 30% owner.
asserted
he → acknowledge → owner
His own emails showed that the arrangement's terms and the proposed LLC had remained unsettled.
asserted
terms → show → ?
The court therefore concluded that the evidence established only an agreement to agree, not an enforceable partnership or joint venture.
asserted
evidence → conclude → agreement
Salary and intellectual property claims also rejected
The appeals court also dismissed White's alternative claim for compensation under quantum meruit, a legal principle allowing recovery for valuable services when withholding payment would be unjust.
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withholding → reject → payment
The record showed that RKS had employed White from 2019 through 2023, paying him an annual salary ranging from approximately $171,000 to $252,000.
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RKS → show → 252,000
The court found no evidence establishing that this salary failed to compensate him reasonably for his work.
asserted
salary → find → work
His intellectual property and trade secrets claims also failed.
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claims → fail → ?
The judges noted that White had been treated as an employee, received a salary, had taxes withheld and reported his income through a W-2 form.
asserted
taxes → note → form
Under the work-for-hire doctrine, intellectual property created by an employee within the scope of employment generally belongs to the employer for copyright purposes.
asserted
property → work → purposes
The court further found that White had not specifically identified the intellectual property he wanted returned, despite the company's attorney offering to return any property he could properly identify.
uncertain
he → find → property
On October 29, 2026, the Georgia Court of Appeals reversed the lower court's denial of summary judgment on White's remaining claims, including breach of contract, promissory estoppel, quantum meruit, conversion and trade secrets violations.
uncertain
Court → reverse → contract
The ruling also disposed of his related requests for punitive damages, attorney fees and injunctive relief.
asserted
ruling → dispose → damages
The ruling illustrates that discussions about future profit-sharing, even when recorded in a letter of intent, may not create an enforceable partnership when fundamental business terms remain undecided.
uncertain
terms → illustrate → partnership
The Aporia
