Who owns this software?

[twinless]

What is the name of your state? North Carolina

I hope this is an easy one, but would appreciate any comments.

I created a software product along with another person. A third person created a company, which he is the sole owner of. It was informally understood that if the company met certain goals over time that we would go forward and be given equity in the company. We have given demos of the product under the company name.

The company has failed utterly to do anything at all, and now the two of us that created the software are terminating our relationship with the company.

There were never any written contracts or agreements, we were never employees of the company, and we have never been compensated in any way. Furthermore, the ideas were entirely ours and our work was never directed by the company.

Who owns the software that we created -- us or the company?

Thanks in advance.

 

[atozcom]

The verbal contract was:

"if the company met certain goals over time that we would go forward and be given equity in the company"

The consideration is "equity of the company" for "software"

Therefore if :

"The company has failed utterly to do anything at all", therefore whatever goal set was not met. There is no equity

The third person did not meet his part of the contract, you have no obligation to meet your part of the contract.

The software belong to the creators. No equity of the company was given to you, You and the other programmer therefore own the software and owes nothing to the company.

 

[divgradcurl]

Atozcom is right, you own the software. Unless it was a work-for-hire (you were an actual employee of the company), without a written contract, ownership vests in the creator.

In the future, you would be well-served to take care of this sort of thing in writing to avoid any problems...