BCD

I'm a business and real estate lawyer and represent startups all the time. I think not including the third guy is a good idea, especially since he is friends with your other partner. In the event there was a disagreement it is likely that these two guys would side against you. Since collectively they would have a majority, you would lose every one of these disputes.

Also, with small retail businesses like this, keeping ownership to a minimum is important. These businesses tend to not generate a tremendous amount of profit. Usually enough cash is thrown off that one owner can receive enough money to justify the long hours, headaches and risk associated with owning a business. Add another partner and then you are getting to the point that you might simply be "buying a job" by starting the business. That is, after you figure all of the hours you are working, the amount of money you make from the business will be equivalent to what you could have made doing the same work as an employee for someone else; you would not be making enough to be properly compensated for your financial investment, the headaches (e.g., employee and customer issues) or risk associated with owning a business (e.g., liability for taxes, lease obligations, payroll, etc., etc.).

Make certain that you hire a business lawyer (and not a generalist who knows just enough to be dangerous) to properly document your relationship with the partner and help you with your lease (which will likely be your largest financial obligation). Also, get a CPA (not bookeeper) to help you setup your processes, so you do it correctly right out of the gate. Too often I see a business startup without proper guidance and they only call in the lawyers / CPAs when it's too late. Also, remember that your professional advisors can also offer other assistance, such as critiquing business concepts based on what they've seen work (and not work) with other clients and putting you in contact with "friendly" lenders who can help finance your deal.

Good luck,
BCD