Software/Copyright Lawyers...

[Coffee Warlord]

Any of you know/are one? Some things that could possibly be going down at CW's Office of Hell, and I have a few legal questions. Curious to see if I've got a legal leg to stand on if certain things go down and I get screwed. (Distinct possiblity)

The jist of it without going into much detail...I wanna know who has legal ownership of a piece of software I wrote. My company in their wisdom never had me sign any agreements passing ownership of my stuff over, and the software in question is being marketed/sold/invested in by a company I don't get paid by (and have never gotten paid by). (They split the company into 2 seperate entities).

[Buzzbee]

Not lawyer. Do work for a software company. My assumption is that if you did the code while on the company clock, on company computers, etc. it is their code. If it is something you did at home on your own, then you probably have a claim

But that's just a guess.

[Mr. Wednesday]

IANAL, my only serious knowledge of copyright issues comes from following TSG vs. the free software world.

It's probably "work for hire", so they have the copyright. If they split the company, then they presumably transferred the copyright, or could do so if a situation arose where it was necessary.

[Draft Dodger]

I'm guessing the same (I'm not a lawyer either, but I've read some books by Scott Turow)

[Franklinnoble]

Set the building on fire.

[Glengoyne]

Been there done that. The bigger question you should ask is...."Would they sue me if I used this on my own?" The big deal with lawsuits is damages. They pretty much need to show real monetary damage in order to get any sort of award in a lawsuit. I was the consultant who came in after a company's developer had essentially walked off with the system he had developed, and started his own business. The company's lawyer said essentially the developer's company has no assets, so there is no point in sueing now. He also said "if you wait to sue, until he has assets, then you are going to have to answer the question 'why didn't you sue to stop him earlier?'". Apparently neither of those positions are a good place to be in when going before a judge, jury, or mediator.

My thought is make personal copies of it all, and hold on to them. You never know when that code/application will be useful. You might even be able to make a good number of relatively minor changes to it, and consider it completely your own.

[Solecismic]

I spent a lot of time researching the "work for hire" concept. Specifically to see what I could keep post-EA.

If you intend to make money off of this, it's best to be as safe as possible, and not use anything you did while under contract.

On the other hand, there's probably nothing wrong with recreating that work on your own, as long as it doesn't look identical. It will probably go more quickly and efficiently the second time.

[Coffee Warlord]

Actually, I'm more wondering what happens under a different scenario. They sell the company, as they are trying to do, and I wind up getting jack shit for my efforts. Since the company they are trying to sell is technically not the company I work for, the question of who owns the rights to the software becomes a very interesting question. Basically, it boils down to:

- Company 1 pays me.

- I write said software, which Company 2 markets. Company 2 did not pay anything to Company 1 for said software, nor was there any paperwork (to my knowledge, but I'm almost sure I'm right - they document nothing and have a lazy idiot for a lawyer) authorizing Company 2 the use of Company 1's software.

- I also have no contracts signed regarding ownership of anything I do while working there. I dunno if this is an implied contract or not. (Prolly the heart of the matter right there. The whole issue of it being totally seperate companies makes it even more muddled to me, though)

- Company 2 sells itself to Big Huge Other Company, pays people who own Company 1 and part of Company 2 large sum of money for what I wrote. I conceivably get Jack Shit.

If I have a right to that software, and I get screwed in the deal, I wonder if I can Unleash The Minions of Law and actually make it worth it. If not, well, not much I can do, but it's questionable enough in my mind to see what I can find out.

Not to mention fucking over the company sounds far more promising than setting it on fire.

[Mr. Wednesday]

The problem that you have, in my lay opinion, is that the company that holds the copyright is company 1, assuming (as you do) that they have not executed the necessary instrument to transfer copyright to company 2. Since you wrote this software on the behalf of company 1, unless you had some sort of special agreement laying out additional compensation, you shouldn't expect to have any rights. If there's anything "funny" going on, the wronged party would be company 1, and it would be the responsibility of that company or its shareholders to take action. If it's privately held and the owners are getting paid anyway, or the company itself is getting paid, I don't see any reason for any of the parties to interfere. If you're feeling hard done by, it looks as though the best chance for something to happen would be if company 1 is publicly held, in which case the shareholders might reasonably bring an action for misuse of a valuable asset (your software).

I'm not familiar with exactly how "work for hire" works, but I suspect that it's not necessary to have an explicit contract as long as it was perfectly clear that the software was written in the normal course of your employment. Where it would be a gray area would be if it was written on your own time but using company resources, but it doesn't look like that's the case here.

Again, IANAL. I am merely applying (possibly misapplying) things that I have read about elsewhere.

[yabanci]

In short, if you created the work as an employee, your employer owns the copyright and you have zero rights to it. Your employer can do whatever it wants with the copyrighted work (sell, license, give away, etc.) and you are as irrelevant as if you never had a role in its creation. It's not a contractual issue as this is all set out statutorily in the copyright act.

[gstelmack]

As was said above, if you're being paid by company 1 and doing the work on company 1's computers, they own it, pure and simple. They can do whatever they want with it. As Wednesday said, this is the default behavior, nothing special needs to be signed to set this up. You need something signed in order for you to have any ownership over the software whatsoever.

[Coffee Warlord]

I had figured as much, wanted to see what everyone else thought. Such a pity.

I have more ammution to wield against them, however. They will fall. Oh yes.

[Grid Iron]

Interestingly, a friend of mine had a similar issue but it involved software he made while a graduate student. Apparently, he had absolutely no right to the software, as anything he did while working on his thesis belonged to the university. Fortunately, however, the university basically "sold" ownership of the the software (that he designed) to him, in exchange for a free and perpetual license to install and use the software on all university computers. Now, he can market and sell it however he likes.

I thought they would hard-ball him, but I guess doing things like that promotes research and development.

[Mac Howard]

I'm with Jim. In fact I go further thanks to an experience I had a few years ago. The cost of defending yourself, even with a great case, could well be beyond your means. You'll probably need to employ a lawyer while the company you're dealing with uses it's own in-house staff. They work on the belief (often justified) that you won't be able to afford your defence costs long enough to keep the argument going. So, unless you're absolutely certain you're going to win costs in the end, you could be on a hiding to nothing - happy but bankrupted :rolleyes:

[Poli]

I have more ammution...
Just make sure I'm not in town.

[Marc Vaughan]

Any of you know/are one? Some things that could possibly be going down at CW's Office of Hell, and I have a few legal questions. Curious to see if I've got a legal leg to stand on if certain things go down and I get screwed. (Distinct possiblity)

The jist of it without going into much detail...I wanna know who has legal ownership of a piece of software I wrote. My company in their wisdom never had me sign any agreements passing ownership of my stuff over, and the software in question is being marketed/sold/invested in by a company I don't get paid by (and have never gotten paid by). (They split the company into 2 seperate entities).

All very 'grey' especially if you used company time or resources to make the software.

Were any 'verbal' agreements in place regarding ownership of the software and did you place any copyright notices in the codebase (including time/date of creation)? ... such things might make the case somewhat clearer.

Second thing is have you talked to the company about this and expressed your concerns, I'd always recommend taking a 'friendly' approach with such a thing before resorting to anything else ...

[gstelmack]

Second thing is have you talked to the company about this and expressed your concerns, I'd always recommend taking a 'friendly' approach with such a thing before resorting to anything else ...
Do a search in the forum on "Coffee Warlord" and "job". There's a LONG history here he keeps updating us with. The "friendly" approach went out the window a long time ago.

[JAG]

I had figured as much, wanted to see what everyone else thought. Such a pity.

I have more ammution to wield against them, however. They will fall. Oh yes.

I can see the situation now...

CEO: Yes?

Secretary: Sorry to bother you sir, but there's an 'Erik Flamebeard of the Neither Here Nor There' who claims he has an urgent appointment with you.

[bbor]

CW has THE best job EVER!:)

[Franklinnoble]

PC Load Letter? What the fuck does that mean?