Your Contract Didn’t Age Well - Now What?

Some contracts don’t breach. They expire in spirit long before they expire in law. Early-stage startup contracts are drafted with optimism, equal ambition and, usually, equal equity.

But six months in, someone’s slacking. A year in, someone’s raising funds solo. Eighteen months in, someone’s asking: “How do I get out of this without drama, or dilution?”

Here’s what we’ve learned guiding founders through these cases:

1. Most “disputes” are just unspoken updates

• Founders evolve. Roles evolve. So must the language that governs their relationships.

• When you’ve outgrown the founder agreement, it shows up first in passive-aggressive WhatsApp messages.

2. A stale contract breeds legal risk. The key risk triggers being:

1. Silence on dilution protection

2. Unclear IP ownership (especially when only one founder is tech-heavy)

3. No exit roadmap for misaligned vision

4. No clause for periodic review of performance or contribution

A first-generation D2C brand scaled with unexpected investor interest. But the inactive co-founder held 45 per cent, despite not participating in fundraising or operations for over a year. Investor negotiations stalled until an external counsel helped restructure the equity and define revised vesting.

3. Rewriting doesn’t mean litigation. A legal redraft can be:

• A mutual transition agreement

• A buyout clause structuring

• A silent exit with confidentiality

• Arbitration is a hammer. But your issue may be a screwdriver problem.

If your contract can’t handle your current business, it’s not a breach. It’s a mismatch. Let’s fix the mismatch before it breaks you.