Question about dual partnership and ownership

[jtc0999]

First and foremost, myself and the person i am talking about both live in the US.

I am the director of a very small indie development group, which has one other member, my programmer. I met this person online, where we agreed to have a partnership, which is that he programs and creates the game, and i take care of everything else (Sound, Plot, Script, Voice acting, Advertisement, Art work, Modeling, ect.). He creates the game based only upon my ideas and wishes. However, i am worried, since I've realized that he can easily take everything and run off, vanishing into the internet.

So i went to Reddit's Legal advice (Where i know i should take their opinions with a grain of salt) where they said in the worst case outcome he will be seen as the sole owner of the entire game, and given full ownership over it. I've been trying to to get him to sign a dual partnership contract that states our payment outcomes, as well as us being partners, and thus us both owning the game, but he won't sign it. I'm trying to find loopholes, but i'm now a lawyer so i'm not sure what to do, which is why i come here and ask: What can i do to prevent this, or if it does happen track this guy down and get my game back? I have what i believe to be his first name, as well as about 80 pages of Word Documents of us talking on an IM service. The best idea i've had so far is copyrighting the name, plot, and script of the game to my name (Or trademark it, whichever is better)

 

[quincy]

First and foremost, myself and the person i am talking about both live in the US.

I am the director of a very small indie development group, which has one other member, my programmer. I met this person online, where we agreed to have a partnership, which is that he programs and creates the game, and i take care of everything else (Sound, Plot, Script, Voice acting, Advertisement, Art work, Modeling, ect.). He creates the game based only upon my ideas and wishes. However, i am worried, since I've realized that he can easily take everything and run off, vanishing into the internet.

So i went to Reddit's Legal advice (Where i know i should take their opinions with a grain of salt) where they said in the worst case outcome he will be seen as the sole owner of the entire game, and given full ownership over it. I've been trying to to get him to sign a dual partnership contract that states our payment outcomes, as well as us being partners, and thus us both owning the game, but he won't sign it. I'm trying to find loopholes, but i'm now a lawyer so i'm not sure what to do, which is why i come here and ask: What can i do to prevent this, or if it does happen track this guy down and get my game back? I have what i believe to be his first name, as well as about 80 pages of Word Documents of us talking on an IM service. The best idea i've had so far is copyrighting the name, plot, and script of the game to my name (Or trademark it, whichever is better)

What you were told on the other site is not quite right.

When individuals work together and each contribute creatively to a work, these individuals are considered coauthors. Absent any agreement to the contrary, a court would presume the contributors to or coauthors of the work share equally in the copyrights.

Because both you and your partner would share equally in the rights, and again absent any agreement to the contrary, either one of you can use what has been created without permission from the other. However, if any profits are generated by a use, these must be shared equally between the copyright holders.

I strongly recommend you sit down with an IP attorney to draft and have signed by both you and your partner a collaboration (or coauthor) agreement, the agreement of which should specifically address the rights and obligations of each party and the percentage of ownership for each party in the resulting work(s). You should have an agreement signed and in place prior to working on a project with the programmer. If the programmer won't sign an agreement, I suggest you find someone else with whom to partner.

Good luck.

 

[jtc0999]

What you were told on the other site is not quite right.

When individuals work together and each contribute creatively to a work, these individuals are considered coauthors. Absent any agreement to the contrary, a court would presume the contributors to or coauthors of the work share equally in the copyrights.

Because both you and your partner would share equally in the rights, and again absent any agreement to the contrary, either one of you can use what has been created without permission from the other. However, if any profits are generated by a use, these must be shared equally between the copyright holders.

I strongly recommend you sit down with an IP attorney to draft and have signed by both you and your partner a collaboration (or coauthor) agreement, the agreement of which should specifically address the rights and obligations of each party and the percentage of ownership for each party in the resulting work(s). You should have an agreement signed and in place prior to working on a project with the programmer. If the programmer won't sign an agreement, I suggest you find someone else with whom to partner.

Good luck.

My main concern is him not signing it. What would be the possible outcomes if there were no contract at all, and i continue along this path anyways and he does end up running off? As i understand by your post, while we can use each other's work, profit MUST be shared, and if it is not that is a violation, which then makes it sound like i can take legal action against him. By that logic, what would the point of a contract be?

 

[quincy]

My main concern is him not signing it. What would be the possible outcomes if there were no contract at all, and i continue along this path anyways and he does end up running off? As i understand by your post, while we can use each other's work, profit MUST be shared, and if it is not that is a violation, which then makes it sound like i can take legal action against him. By that logic, what would the point of a contract be?

If the fellow runs off and makes a profit off your joint work, you can sue him for your share of the profits. But you will need to prove to a court first that you contributed to the whole of the work.

The benefit of a contract is that most people do not run away from a contract. Contracts can eliminate the need for a lawsuit (generally) because all parties to the agreement know exactly what their rights are and what their obligations are. If a court does become involved in a dispute, however, the court can clearly see the terms agreed upon and enforce them.

I really do not recommend you operate without a written and signed agreement in place. I recommend that you both form an agreement with the fellow that suits the wants and needs of both of you, get this agreement into written form, sign it, and then register the coauthored work with the Copyright Office. And, if the person you are working with does not want to be legally bound to the terms of a contract, I would look elsewhere for a partner.

 

[justalayman]

And get the contract/agreement signed before you start any work.

 

[quincy]

Yes. A contract without the signatures of the parties is not very helpful.

I should mention that, in order for a work to be considered a coauthored work where parties share equally in the copyrights, more than just a de minimis (minimal, trifling) amount of copyrightable material must be contributed by those creating the work.

Also, contributing ideas and/or factual information and/or direction alone would not allow a party to claim any ownership rights because ideas, facts and general directions are not copyrightable.

 

[justalayman]

Well, that's not quite how I meant it. Here it appears the op and partner may have both produced work already. Since partner doesn't want to sign an agreement it has made it a less than desirable situation that may not have a good outcome. So, when deciding to partner with anybody, get the relationship established through contracts before producing work so you don't end up where op is.

 

[quincy]

Well, that's not quite how I meant it. Here it appears the op and partner may have both produced work already. Since partner doesn't want to sign an agreement it has made it a less than desirable situation that may not have a good outcome. So, when deciding to partner with anybody, get the relationship established through contracts before producing work so you don't end up where op is.

It sounds as if NO agreements of any kind have been entered into between the two of them - because jtc said he "has what I believe to be his first name." That is not much of a partnership.

I really recommend that no work of any kind is done until contracts are nicely in place (that include full names, addresses, phone numbers, emails ....). It is an ownership-rights dispute waiting to happen otherwise.

 

[jtc0999]

If the fellow runs off and makes a profit off your joint work, you can sue him for your share of the profits. But you will need to prove to a court first that you contributed to the whole of the work.

The benefit of a contract is that most people do not run away from a contract. Contracts can eliminate the need for a lawsuit (generally) because all parties to the agreement know exactly what their rights are and what their obligations are. If a court does become involved in a dispute, however, the court can clearly see the terms agreed upon and enforce them.

I really do not recommend you operate without a written and signed agreement in place. I recommend that you both form an agreement with the fellow that suits the wants and needs of both of you, get this agreement into written form, sign it, and then register the coauthored work with the Copyright Office. And, if the person you are working with does not want to be legally bound to the terms of a contract, I would look elsewhere for a partner.

Alright, i'll see what needs to be done and if i can afford it. Although, what kind of specific "proof" would be needed? I have emails, from others, i have ideas, names, maps, artwork, models, i have others that can testify i am the sole leader of the project, i even have the script for the game, as well as someone to testify that we set down and wrote it together. All the other guy has is then engine and one or two models i sent him via email. Would it be enough proof, or is it dependent on the judge and his opinions?

Yes. A contract without the signatures of the parties is not very helpful.

I should mention that, in order for a work to be considered a coauthored work where parties share equally in the copyrights, more than just a de minimis (minimal, trifling) amount of copyrightable material must be contributed by those creating the work.

Also, contributing ideas and/or factual information and/or direction alone would not allow a party to claim any ownership rights because ideas, facts and general directions are not copyrightable.

The thing is, I have the WIP name of the game as well as the script, which without the script, there is an engine but no game, so i personally cannot see why that would not be enough proof for court.

 

[justalayman]

It sounds as if NO agreements of any kind have been entered into between the two of them -.

exactly my point

 

[jtc0999]

Well, that's not quite how I meant it. Here it appears the op and partner may have both produced work already. Since partner doesn't want to sign an agreement it has made it a less than desirable situation that may not have a good outcome. So, when deciding to partner with anybody, get the relationship established through contracts before producing work so you don't end up where op is.

That... is correct, work has already been done. He offered to do it for free and i just jumped onto the chance without thinking logically about it.

It sounds as if NO agreements of any kind have been entered into between the two of them - because jtc said he "has what I believe to be his first name." That is not much of a partnership.

I really recommend that no work of any kind is done until contracts are nicely in place (that include full names, addresses, phone numbers, emails ....). It is an ownership-rights dispute waiting to happen otherwise.

There was an agreement on the Steam discussion fourms, where i originally met him and i post saying it is indeed my game, and it shows him offering to help me. If i can dig that up, i feel as if that would help my case greatly.

 

[quincy]

What you will need to show a court is valid proof of a copyright, if you find yourself in court fighting over ownership of the rights in the work(s) created. Anything that works to that end is good. But, yes, ultimately it will be up to a judge to decide. Having a contract makes the judge's job easier.

I don't really know what your goal here is, jtc0999. If it is to protect your rights in your creative work, then do not contribute any material to any joint work until you have a written and signed agreement in place. If your goal is to work or continue working with some guy whose name you may or may not know, then I guess you do what you want to do and hope that the guy is honorable.

Good luck.