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Author Topic: Who owns the copyright?  (Read 1933 times)

Joseph

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Who owns the copyright?
« on: 04-28-16 at 07:53 am »

I have a registered company. Once registered as a start-up myself and the other director(and 50% shareholder) co authored/created a number of products for the company. We used computers we purchased ourselves, we did not receive a wage from the company. We worked on the products outside of our real jobs as we could not afford to be paid by the company. Nothing existed before we began work as the company.

The process involved was
1- We worked together to develop a table of contents or dta flow for a book or software product
2 -We hired a person to create the book or software product through the company
3 - We both edited the final product before bringing to market.
4 - Our company credit cards paid for all 3rd party work.
5 - At the end of the process, each product was published with company copyright xxx ltd. It was the other director that added this to all publications.
6 - On some occasions I started the process for a new product, the other director only became involved at stage 3 above.
7 - Neither director received a wage from the company at that point as we had no cash flow. However since then the other director has withdrawn moneys from the company. No explicit purpose has linked to the withdrawal, but he has received that money form the company)
8 - All correspondence took place over email, 90% company emails, 10% personal emails.
9 - No written agreement was ever signed in relation to the company and directors for copyright. We have written assignments from 3rd parties only.

Had neither of us not being a director, we would have access to the work. The only intention ever was to produce the work for the company.
The director now is attempting to restrict the sale of the products as he holds copyright. Essentially he had been not bothered with the company for several years, except for signing the annual accounts etc.

I assume the company owns all the copyright, am I correct? Does the directors own the copyright? Were we creating copyright by working together for the company?

 
« Last Edit: 04-28-16 at 08:50 am by Joseph »
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Robert T Nicholson

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Re: Who owns the copyright?
« Reply #1 on: 04-28-16 at 10:53 am »

There are several factors that complicate this.

(1)  What is the legal structure of the company?  Ownership rights would be different for a corporation versus a partnership, for example.

(2)  What is the legal relationship of each of the authors to the company?  Are you employees?  Contractors?

(3)  Was the work created in the course of your normal job responsibilities?

Independent of company considerations, it sounds like the works in question are works of joint authorship, which would confer undivided rights on each author.

The short answer to this is, "See a lawyer."

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This post is provided for information purposes only, and does not constitute legal advice.

Robert Nicholson Consulting | Copyright Safeguard | ED Treatment Center

Joseph

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Re: Who owns the copyright?
« Reply #2 on: 04-28-16 at 11:50 am »

Thanks for your reply.

1 - The company is a corporation . No work was carried out at all until the company was fully registered.
2 - Each of the authors are both directors and shareholders in a equal capacity.
3 - Yes, all work was created in the course of the company. Once registered work began and we worked at home on the products until we got the company up an running. No additional contracts were created with director for the work.


The other director has stated that all work done on all products under capacity of director or otherwise are copyrighted to him and not the company. So my question is can a director work on elements of a product at home and claim copyright. Parts of the products were made available to him only because he was a director of his company and part of his remit as director.

By way of an example, a 3rd party was contracted to write a book by the company. The company signed the copyright assignment with the 3rd party. The directors then edited various sections to get it ready for publication. Some chapters were jointly edited, but I'm sure there are whole chapters, where he alone edited. In the process of editing new martial was added. For example, we often expanded on points with new paragraphs etc.

Thanks for any help you can provide. I do appreciate that a lawyer may be necessary.


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Robert T Nicholson

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Re: Who owns the copyright?
« Reply #3 on: 04-28-16 at 11:24 pm »


The other director has stated that all work done on all products under capacity of director or otherwise are copyrighted to him and not the company. So my question is can a director work on elements of a product at home and claim copyright. Parts of the products were made available to him only because he was a director of his company and part of his remit as director.


Yes, it is absolutely possible that a company director may perform work on his own time and retain the copyright. 

You say that the work was "part of his remit as director," but unless these expectation are part of an employment agreement, or otherwise documented, then it is certainly arguable.

You are going to need an attorney, but you would have saved yourself a lot of trouble if you had spoken to an attorney up front to draft employment and IP agreements.
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This post is provided for information purposes only, and does not constitute legal advice.

Robert Nicholson Consulting | Copyright Safeguard | ED Treatment Center

MYK

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Re: Who owns the copyright?
« Reply #4 on: 04-29-16 at 11:21 am »

Independent of company considerations, it sounds like the works in question are works of joint authorship, which would confer undivided rights on each author.
If the books were written by third parties, and the third parties assigned the copyrights to the company, and then the directors *edited* the books, *and* the books were published with copyright notices naming the company, I'd expect that the company owns the copyrights, though.  At most, the other director might have created a derivative work, which he can't do anything with since the company owns the rights to the underlying material.

However, disclaimer, I'm not at all versed on copyright beyond the very basics.
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"The life of a patent solicitor has always been a hard one."  Judge Giles Rich, Application of Ruschig, 379 F.2d 990.

Disclaimer: not only am I not a lawyer, I'm not your lawyer.  Therefore, this does not constitute legal advice.
 



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