Software Copyright / Ownership

[Simon01]

Hi,

I'm wondering if any of you know the following according to NY state (if state matters at all). I've developed a software while I was so called *partner* in a company. I never signed any papers saying that the other partners or the company has any rights to this software whatsoever or anything, however, the company was using the software for close to a year now (as I installed/maintained it on the servers). There is also no signed paper that we were partners, however, it's provable that I was involved in that company. Time came and I decided to split from the company (my other partners). I asked them to give me my share but they refused, so I just left as I never met them before.

My question now is who legally owns the software and what right if any my other partners have over this software. From the research that I have done and as far as I understand I solely own this software.

PS: purpose of this software is to help administrator to maintain/run client's data on the servers which the company owns.

Awaiting for a response.

Thanks much,
Simon

 

[Tracey]

If your sole duty was to write the software, and you joined the company after it was formed, then the software was a "work for hire" and the company owns it.

If you had other duties, or your programming skills were your contribution to the p'ship, or you were part of a p'ship, then the software belongs to the p'ship. Absent an agreement to the contrary, all partners have equal shares of the business (a corporation is one "person"). When one partner leaves, the p'ship is dissolved and the managing partner must "wind up" the p'ship's old business, pay off debts (or retain assets to pay them), repay original contributions, and distribute any net profit to the partners in equal shares.

If the p'ship continues in business, it becomes a new p'ship. (Corporations, OTOH, continue to exist when a shareholder leaves/sells.)

It sounds like the company viewed you as an independent contractor rather than a partner. Consult a NY attorney about how to prove p'ship and sue for your share of the p'ship proceeds. Once you file suit, the corp may offer to settle by buying you out or paying royalties.


Anyone else have comments? It's been a while since I took business organizations in law school.....


Good luck,
Tracey

------------------
This is not legal advice and you are not my client. Double check everything with your own attorney and your state's laws.

[This message has been edited by Tracey (edited April 21, 2000).]

 

[Simon01]

Tracey,

I don't see how they can claim it "work for hire" when I was doing everything from sales to programming and got paid absolutely nothing for it. I was never hired to write that program. We were supposed to be equal partners. We also never discussed any terms regarding any software I write. I just wrote it and the company used it while I was there. Just because the company used it, does it mean it belongs to partnership? remember, there is nothing on paper that I signed that gives them the right to use it.

PS: Thanks for the reply!

Simon

 

[Tracey]

When you enter into a p'ship, you acquire fiduciary duties to your partners. One of those duties is that you must at all times act for the good of the p'ship, even at the expense of your own bottom line. For example, if you run across a business opportunity and your p'ship does anythig remotely related to that, you have to offer the opportunity to the p'ship first. Only if your partners decline in writing can you pursue the opportunity on your own.

I think the software belongs to the p'ship, since you created it as part of your p'ship duties. HOWEVER, remember that stuff I wrote about winding up the p'ship? When you dissolved the p'ship, the partners have to pay you your share of the net. They can't just say, "Well, you left so we don't owe you anything." You'll need to hire a business attorney and sue for an accounting of the p'ship to get your money.


Good luck,
Tracey

------------------
This is not legal advice and you are not my client. Double check everything with your own attorney and your state's laws.