I think one of my clients (let's call him Stan) is actually doing client work for someone else (let's call him Fred) (who I thought was their business partner), and holding my work out to be their own and charging even more for it.

I am a developer with a pretty strong software development background - I've been doing it professionally for about ten years now, use most industry best practices - I would probably rate myself at senior dev level (I know several backend and frontend frameworks, use multiple languages "fluently", know OOP well, devops such as Docker & Kubernetes, etc). Stan, in contrast, kinda sorta knows HTML, and kinda sorta knows how how a database works. Basically what I am trying to lay out here is that the experience differential between myself and Stan is very, very, very high.

But also it seems like it could be enough to fool a non-technical client that he knows what he's doing.

Stan has said a few odd things to me in the past couple months that have set off some red flags (getting upset with me for putting "training for Stan" on the invoice to Fred) then mentioning that he's not sure that Fred knows the nature of Stan and I's business relationship, mentioning something of what Fred pays him (which is substantially higher than what I've been paid by Fred to date), and that Fred pays Stan to be his "website manager" - despite the fact that the actual non-code work on Fred's site is relatively trivial - putting in a few class descriptions (maybe 10-15 per year, of maybe 5-10 lines each) and running a report every once in a while.

I even send my invoices to Stan, who forwards them to Fred who pays them.

So as far as I can tell, Stan is trying to claim my work as essentially his, or make me seem like some assistant to his, even though I'm doing virtually all of the work on these sites, and I have been training and teaching him.

My problem is - how do I deal with this? Do I address it with Stan? Do I send an email behind Stan's back to Fred, asking for a discreet discussion to figure out what he thinks is going on? I do have his email and we have corresponded briefly in the past (over some credentials that only he had)

I am just completing a fairly big site migration for them, so this is something of a thorny issue for me as the project went quite over time for me, and I have so far been eating that time, but if Stan is essentially going to get a huge chunk of money for this site, and I am going to get quite a bit less... even though I did about all of the work - that doesn't really sit very well with me. Especially if I've essentially been training him to con this other guy, Fred, when he's mostly just a middle man.

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    Comments are not for extended discussion; this conversation has been moved to chat.
    – motosubatsu
    Dec 14, 2021 at 16:34
  • @StuartF Stan's niche seems to be a particular industry (let's call it trucking, even though it isn't, but it is analogous) that he used to be a part of when he was a much younger man. My guess is that he used to make websites for this industry back in the 90s, but technology has outpaced him.
    – Joe Smentz
    Dec 14, 2021 at 16:34
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    Closing as this seems to be a legal question around contracts rather than a workplace question. Dec 16, 2021 at 4:15

9 Answers 9


You do nothing.

You have a working relationship with Stan - not with Fred. Getting in between both would be extremely unprofessional.

Decide if the working conditions with Stan are acceptable. If yes, stop thinking about what Fred is thinking and continue as before. If no, renegotiate or quit, and never even think about contacting Fred.

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    I find someone misrepresenting my work as theirs as unprofessional
    – Joe Smentz
    Dec 14, 2021 at 14:17
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    @JoeSmentz Lets see it this way: You, Stan and Fred are all "companies". Nothing is wrong if FredCorp contracts StanCorp to do their website. Stan gets to be the "Website Manager". Then, StanCorp outsources the technical work to JoeSmentzCorp. I don't see a problem. Of course, if Stan takes a lot of money but really doesn't add value it is not ideal, but nothing stops you from sending your own offer for website management to FredCorp.
    – jwsc
    Dec 14, 2021 at 14:32
  • "Of course, if Stan takes a lot of money but really doesn't add value it is not ideal" - he is, he's charging slightly less than 10x my rate to Fred.
    – Joe Smentz
    Dec 14, 2021 at 14:36
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    @Joe - Chris is right, in most cases going over Stan's head would be a very aggressive move. However, if the mark-up is truly exorbitant, you might have good cause to squeeze Stan for more, and/or cut him off. But it's not trivial to execute this and have it work out. You could perhaps approach Fred subtly by asking him if he would be a reference for you in the future as a "satisfied customer" - you would need it if you alienate Stan...
    – Pete W
    Dec 14, 2021 at 15:20
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    @Joe - Be aware that Fred would in most cases be quite hesitant to do this to one of his vendors. You may be asking him to take a meaningful risk to his reputation as a business partner. He might not feel the same way about the cost or the quality of the site as you do. He might simply prefer dealing with a business-type personality in the middle rather than directly with a techie. He might find dealing with a multi-person organization safer than an individual. The idea of asking for a reference is to feel it out, show that you're discreet, approach the topic indirectly etc. Good Luck.
    – Pete W
    Dec 14, 2021 at 16:32

From your question, it sounds like you're a subcontractor - Fred hired Stan to do a job, Stan hired you to do (a part of) that job. Fred pays Stan X, Stan pays you Y, which is less than X.

This is a fairly common way for things work, and Stan has no obligation to reveal that he's using a subcontractor. As long as you are getting paid the amount you agreed to work for, you really have suffered no harm.

Now, it seems like you have learned that your efforts are the majority of the total, and that the difference between X and Y is substantial given the balance of effort. Essentially, you now think you are underpaid. Maybe you are in a strong position to ask Stan for a raise. Maybe there is an opportunity to approach Fred and deal with him directly. There is nothing wrong with trying to negotiate for more. but that is very different than being upset that Stan is "trying to claim my work as essentially his, or make me seem like some assistant".

All that said, I'm a bit confused about some of the details. If your invoices are being passed to Fred, and he is paying you directly, how can Stan possibly be claiming your work as his? It sounds like Stan has negotiated a high rate for his work, and you negotiated a low rate for yours; you're free to try to renegotiate, but Stan hasn't done anything wrong.

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    @JoeSmentz - exactly, that's my point. If Fred is getting your invoice, and paying you, how can Stan possibly be claiming your work as his. You're telling Fred, "I did XYZ" and he's paying you for that. Dec 14, 2021 at 20:49
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    @JoeSmentz - Obviously, I don't know the details of your situation, but a product is more than just the software which builds it. There is the design, the features, the business logic, etc. Put another way, who had a bigger influence on your home, the carpenters which built it, or the architect who designed it? Dec 14, 2021 at 20:53
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    I designed everything. The entire architecture. I was given the business requirements, that's true, though most were fairly simple (we need a registration form, and a class registration system). I designed how the entire structure of the site would work - the React components, the backend logic for the email, literally everything I created.
    – Joe Smentz
    Dec 14, 2021 at 21:27
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    So the issue is ego. Dec 15, 2021 at 0:48
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    @JoeSmentz - I reworded my answer to make clear that I think "there is nothing wrong to try and negotiate for more" (either w/ Stan or with Fred directly). I think you might want to reword your question (or ask another) to be something like "I've learned that I'm severely under compensated in this pseudo-subcontractor relationship, how do I negotiate for more", as that switches the focus to something actionable. Dec 15, 2021 at 14:25

Wow, let's look at this another way. Let's say you drive a Ford. You take your Ford to a local mechanic -- who goes out and buys Ford parts particular for your repair. Later, you get a phone call from a person at Ford's corporate headquarters, and they share their concerns that the mechanic may be "holding out their parts to be his own". How long would you entertain such a conversation before hanging up?


Your client "Stan" benefits from marking up the price of work you're doing, no different than Ford shareholders benefit from all those mechanics re-selling those parts daily, which are bought from distributors marking up the prices just like Stan does. Stan has done the work of securing the client, and actively does the work of customer engagement, gathering requirements, and managing changes. If Stan hadn't gotten you involved on the behalf of this client, you'd be getting 0% of the gross receipts instead of what you're getting now. Where is your gratitude?

If you decide to jump ship and deal with the client directly, you'll instantly end a business relationship that seems to have been working (i.e. you're getting your bills paid, and you didn't complain about whatever rate you're being paid). Furthermore, you may open yourself up to problems for poaching his client. Even if you don't have a noncompete agreement and Stan has no chance of winning, a lawsuit could vaporize lots of coins from your pockets from legal costs.

I hope you can feel better about the situation.

"Can't be greedy! You've got to take some, and leave some. Live, and let live." -- James Brown

  • "you'll instantly end a business relationship that seems to have been working (i.e. you're getting your bills paid, and you didn't complain about whatever rate you're being paid)" - I actually have been considering ending the business relationship for years, as Stan provides a fairly big headache, for not much money.
    – Joe Smentz
    Dec 14, 2021 at 20:29
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    "Furthermore, you may open yourself up to legal problems because Stan may decide to sue you for hustling his client out from underneath him." - based on what? This is not illegal to do. We have no non-compete, and we have no agreement for me not to reach out to anyone he is contracting for.
    – Joe Smentz
    Dec 14, 2021 at 20:29
  • The Ford story is a false equivalence. The current situation is more like a manufacturer buying Ford parts then repackaging them as their own brand and charging more for those same parts. This is what Stan is doing. Stan isn't even acting as a staffing agency or "parts warehouse/distributor" where there is the understanding that the parts are Ford or the code is from the OP, and it is understood that there's a VAR increase in price. Since Stan didn't correctly explain to the OP what the work situation was, it's akin to the fraud of rebranding without permission. Dec 15, 2021 at 21:36

Did he pay you?

So what concern is it of yours what he does with it.

It is called capitalism

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    It can be misrepresentation.
    – Solar Mike
    Dec 14, 2021 at 14:11
  • Fred paid me, not Stan, most of the time (Stan has paid a few tiny invoices, usually a few hundred here or there, Fred has paid thousands). So in terms of pay, Fred is actually my main client, not Stan.
    – Joe Smentz
    Dec 14, 2021 at 14:16
  • @SolarMike I can't see how it isn't misrepresentation on the part of Stan. Why else get upset that I put training him in the invoice, if everything was on the up and up? It smells like someone had to cook up an explanation about why their "assistant" was training them
    – Joe Smentz
    Dec 14, 2021 at 14:25
  • @JoeSmentz So you agree with me, but my comment was about the answer "it being capitalism"...
    – Solar Mike
    Dec 14, 2021 at 14:27
  • @SolarMike What is "misrepresentation"? Is this an academic setting where proper attribution is required? Dec 15, 2021 at 5:06

I think you burried the lede:

I actually have been considering ending the business relationship for years, as Stan provides a fairly big headache, for not much money.

The issue isn't that you're not taking "dealing with Stan" seriously enough financially. If it's a source of stress you should be billing it at a much, much higher hourly rate than pleasant creative work. You could perhaps even have separate, higher rates for "training" and for "administration".

Say you were to ask for more money and just by coincidence Stan's hourly rate is lowered by Fred. Then the situation would be resolved. Now if you ask for more money and you stop considering Stan's hourly rate, the situation should still be resolved.

You need to ask for more money or, if you're not comfortable doing that, find much less stressful work for the same pay. That could even be within this work contract, if you figure out how to fulfill the same tasks in a way that they aren't stressful to you.


Cutting the middleman - risks and benefits

You basically want more money. Which is fine, but you have to admit it to yourself. This is not about ethics, it is about the dough. Two ways you could do it :

  • Talk directly to Fred : Introduce yourself to Fred, in a gentle manner. Tell him you have being working on his site, project, whatever it is. Talk casually with him about some features, or bugs he reported etc ... Make him understand you are the main guy behind it all. When he starts trusting you tell him that you would not be working for Stan much longer and ask him does he wants to cooperate with you in the future. You could sweeten the deal by offering to cut the price he is paying to Stan.

Risk: Fred knows Stan for a long time, and trusts him more than you. It is possible that he would simply tell everything to Stan. At this point Stan may decide to let you go, and hire someone else to finish the work. Therefore, be prepared to that eventuality.

  • Talk with Stan about the raise : Simply tell Stan that you find it unfair to do almost all of the work and get scraps of the money Fred is paying. Negotiate a raise. This way both you and Stan would keep earning the money - he will get lesser share but this is still better than nothing.

Risk: Again, Stan could again try to find someone to replace you. It all depends how critical you are on the project, and how much it would cost (time and money) to find suitable replacement. This included the time this new guy would need to spend familiarizing himself with the project.

Overall, decision is up to you. Just understand that not everyone is made for dealing with clients and managing things. You could be a great engineer but poor negotiator and businessman. Consider your own personality before you proceed with this.

  • "not everyone is made for dealing with clients" - dealing with Stan IS like dealing with a client. In fact, he's one of my larger headache clients - I have several direct stakeholders who I know for certain to be direct stakeholders, and they are much more pleasant to deal with. And I think I'll just cut ties with Stan and not even talk to Fred. This will likely destroy the project, at least for a few months, as finding a suitable replacement in short order will be very difficult for Stan. I created his entire application infrastructure.
    – Joe Smentz
    Dec 15, 2021 at 17:05
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    @JoeSmentz I don't know either you, Stan or Fred, so I can't tell. But cutting ties with Stan looks like strategy of cutting your nose to spite your face - both you and Stan would lose money. Of course, if you have other clients you could make up for lost revenue. Looks like you hold some grudge against Stan, but this is more of psychological issue. Having your vengeance on him by quitting could make you feel better temporarily, but is not sound business move.
    – rs.29
    Dec 15, 2021 at 22:21
  • @JoeSmentz And yes, one more thing to consider. Suppose that total stranger comes up, and wants to hire you for very similar project to Stan's and Fred's. Would you accept same rate as for Stan's project, or would you ask for substantially more . If you would accept same money than basically Stan is not screwing you, by your own standards.
    – rs.29
    Dec 15, 2021 at 22:30

"I even send my invoices to Stan, who forwards them to Fred who pays them."

Reality is you are working for Stan, who in turn is working for Fred. The only issue I see here is that (occasionally) Fred pays you and not Stan. Stan needs to own his position in the relationship: You invoice Stan only, Stan invoices Fred. This is the subcontractor definition: an Agency occasionally hire freelancers who in turn work for the Agency on client's work, the Agency takes on project manager role and the client communicates with the freelancers directly where appropriate but are only billed by the Agency.

Everything else is part of existing contracts and you can renegotiate with Stan when appropriate.

Talking to Fred about signing a new contract without Stan, is possible, but Fred has the prior relationship. Stan may or may not like your pitch and end your working relationship or work with you directly (biased towards Stan). Fred certainly will end your working relationship in either outcome.

  • 1
    "(occasionally)" - not really occasionally. Stan pays occasionally, Fred pays mostly. Stan has paid around ~$500ish, whereas Fred has paid around ~$8000ish. I think you switched the two people around - Stan is the guy I have mostly been in contact with, Fred is the actual real user of the software, who I thought was Stan's business partner, but is in reality his client
    – Joe Smentz
    Dec 15, 2021 at 17:00

Find another client who pays better. Then quit.

Optionally: On your way out the door, happen to mention your contact information to Fred.

Assuming this has been happening as described: 1) You built the whole system from scratch, 2) Stan doesn't really understand any of it but has been claiming to have full understanding/co-creator role, 3) This whole project has taken years...

You will automatically have your revenge on Stan and you won't even have to do anything morally questionable--it will simply be the natural consequences of his own actions.

What is he going to do when you quit? Even if he hires another rock star developer, it will take them a while to get up to speed with no background knowledge of the system, and Stan doesn't really know enough to help them. So how is he going to explain to Fred why no work can happen while the new person gets up to speed, if he's been claiming that he's an equal partner in the project?

If you mention your contact information on your way out the door there is a chance that Fred will try to re-hire you after he eventually fires Stan.

  • I have several clients that pay better. And I've been working with Stan for years, and have built two versions of the site. We had one version of the site, and then they wanted a rebuild of the site in other technologies (Stan initially hired me to make the site in one technology, and then when I actually understood his requirements, told him he was using the wrong technologies and making his (actually Fred's) life far more difficult). This rebuild has only taken a few months. And yeah, your advice is pretty much what I've decided on. Finish this project, and leave it to Stan to do whatever
    – Joe Smentz
    Dec 16, 2021 at 3:38
  • It sorta screws over Stan and Fred in the short term, but that's not really my problem.
    – Joe Smentz
    Dec 16, 2021 at 3:40
  • @JoeSmentz It's a bonus. You are upset because Stan has been basically using your work to justify his pay--to the point where you are considering talking to Fred about it. But you don't need to talk to Fred about it, Fred will find out when Stan can't do the work. Dec 16, 2021 at 13:52

I am going to risk a different perspective here. As History shows, the world is a tough place where there is no place for the good guy. One must be brutal in order to survive otherwise will just be eaten alive. Ethetics is overrated. It is just a reference, you are not supposed to follow it by the letter.

When you choose to be ethical you are just picking the easy route. Easy in the sense that you don't have to carefully evaluate the risk of your action, you just do it. However that does't mean it is the best move for you. It is just a low cost, low return, boring, cheap move.

On the other hand, when you consider a unethical move you better carefully evaluate the pros and cons both in short as well long term consequences of your acts. It is very risky, demanding, high cost, potentially high return move. You simply don't have enough energy to do this every single move, so you follow the ethical route most of time.

But back to your particular situation (not really back, first coming to your particular situation in fact): It is unethical to contact Fred to remove Stan from equation and get more money, more recognition, better overall results which is satisfying by its own. Why it is unethical? Because you wouldn't like it if you where on Stan shoes. But the interesting thing is you aren't on Stan shoes, so why would you care? Well, Stan can be a very violent guy and the lost of income can motivate him to do several not very ethical things to you. Is it worth the risk? Maybe. That is the hard part: evaluate the risk and if the potential reward is worth the risk.

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    So I'm giving this a -1 primarily because you're overtly stating that it's easy to be ethical, which strongly suggests to me you haven't really ever been put in a substantive ethical quandry. It is easy to be ethical when there's no risk to you, it's very hard to be ethical when there is risk and often the truly significant ethical decisions have substantial negative consequences for the party trying to be ethical (usually they're fired). Dec 14, 2021 at 17:15
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    Stan is an 80 year old man about a 1000 miles away from me. I am not concerned about violence from him.
    – Joe Smentz
    Dec 14, 2021 at 17:30
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    "Because you wouldn't like it if you were in their shoes" makes little sense to me as an ethics test. If I see someone robbing a bank, this test suggests it is unethical to call the police, because I would not want the cops called if I were the robber. Whether a course of action is ethical and whether any involved party likes it have little to do with one another. Dec 14, 2021 at 19:39
  • @NuclearHoagie. I agree with you. Feel free to propose an edit on why it would be unethical to by pass Stan and contact Fred directly. I felt it wasn't good but nothing better came to my mind.
    – Mandrill
    Dec 14, 2021 at 19:46
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    'easy route' 😅😆😂 Dec 15, 2021 at 0:05

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