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. 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. 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.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. 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. The court also rejected the developer’s alternative claims involving unpaid services, intellectual property and alleged trade secrets violations.
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. 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. According to White, he and Mortimer discussed creating a separate joint venture through which they would develop and commercialise software 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.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. It also described a proposed 70-30 division of profits from software licensing or intellectual property sales, with White receiving the smaller share. However, the document stated that the partnership’s final form and structure would be decided later with professional guidance.
Relationship breaks down after five years
The working relationship continued until September 2023, when Mortimer terminated White’s association with the company, reportedly citing 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. He argued that Mortimer and RKS had failed to establish the promised company, share profits or allow him to operate the proposed venture.Mortimer and RKS disputed the allegations, arguing that no separate partnership had ever been created. 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. He also maintained that White would receive an incentive equivalent to 30% of net profits from qualifying products developed by White and his team. However, according to Mortimer, the products generated no net profits that would make White eligible for the payment.
Court finds essential partnership terms were missing
The central question before the appeals court was whether the discussions and subsequent letter of intent amounted to an enforceable contract. The judges found that they did not. For a contract to be legally enforceable under Georgia law, the parties must agree on its essential terms with sufficient certainty. An agreement to negotiate or finalise important details later is not enough. 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.White also acknowledged that the parties had never settled whether he would have decision-making or veto rights as a 30% owner. His own emails showed that the arrangement’s terms and the proposed LLC had remained unsettled. The court therefore concluded that the evidence established only an agreement to agree, not an enforceable partnership or joint venture.
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. 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. The court found no evidence establishing that this salary failed to compensate him reasonably for his work.His intellectual property and trade secrets claims also failed. 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. 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. 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.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. The ruling also disposed of his related requests for punitive damages, attorney fees and injunctive relief. 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.