from Patrick McKenzie | by Patrick McKenzie

There was a report of a well-loved piece of B2B software moving into the afterlife of software, where an acquirer from an acquirer starts to squeeze the user base for money. This was a particularly egregious example, but happens for PE buyers as well. A thought:

In poker there is a saying: You have three choices [bet, call, or fold.] Complain about cards or other players all you want, nobody can take your three choices away. If you are a business, and a vendor institutes a price increase or otherwise changes terms, you have 3 choices.

As a business, three choices for vendor relations: Pay as demanded, negotiate, migrate off.

“It’s more than last year!” You have three choices. “We have gotten the same price for ten years!” You have three choices. “All of our data is in there! Do you have any idea…” You have three choices.

I am generally speaking less sympathetic to the (business!) consumers of software here, who are generally in this spot and complaining because they have been getting a screaming deal for a very long time, feel entitled to it, and are now meeting a competent contra for first time.

(Note that in the instant case the buyer is demanding payment from years-ago users of a free trial, which I think is ahem fraud adjacent, but I think regardless of their opinion on whether money is due your lawyer would explain that you have three choices.)

(What would a lawyer tell you? That you had never signed a contract agreeing to pay and that if they claim their alteration of the deal is in scope of TOS that the altered contract manifestly lacks meeting of the minds and is void with regards to places where it does.)

(“So do I get to use it for free next month?” No, you have three choices.)

This should probably be an essay. *ties string around fingers*.