Copyright question

[Ding Dang Doo]

DO NOT TRY TO READ THIS IF YOU HAVE BEEN DRINKING!

Here's the situation (and it is a real situation).

Company A has an idea.

Goes to Company B to put idea into motion.

Company B involves Company C to do some/ alot of the work.

Company B hands 'finished' project to Company A.

Company A pays Company B.

(this is where it starts getting tricky)


Company B goes into voluntary liquidation - WITHOUT paying Company C.

Company C can't contact Company B, so go to Company A saying that they (Company C) own the copyright and ask for everything back, tell them (Company A) that they can't use any of the material produced, in ANY capacity, and if they do, Company A will be in breach of copyright. Company C suggest that Company A could reach an agreement with them and pay them (Company C) for use of the material, and copyright (even though Company A have already paid out a heap of money to Company B). Company C also say that they will use the material THEY produced for Company A (through Company B) to get some of their costs back, by approaching other companies (within Company A's industry, Company A's competitors!).

So who owns what?

As I see it, Company A owns the idea? have made a contract with Company B and have fulfilled their obligations to Company B by paying them - so paying for the materials supplied by Company B (be it physical, digital media, whatever.) Company C have no right to the concept as they were carrying out a function, but may have a right to hold the work they produced, but are not able to use that material for their own use?

Tricky and confusing - copyright has alot of grey areas in my mind, but if someone out there has any sort of grasp on this could they please give me a heads up?

Actually, I think it may be better to read this if you have been drinking!

Pete

[DIVE BUDDHA]

wow pete and i thought ya never posted anything intresting !

so what was the question again ?

[dry suit diver]

this is not something you want to be discussing on here. Contact a lawyer who knows contractual and copyright law first thing in the morning, a lot will depend on what was written into the contracts and if working out of contract what precedents have been set by similar cases

[big_si]

To me it sounds like Company A's contract was with Company B and would say that they have fulfilled commitments by paying them.

Company B had a contract with company C and has not fulfilled their contract.


I'm just guessing though. Not an expert by any means!

[Ding Dang Doo]

Originally Posted by DIVE BUDDHA

wow pete and i thought ya never posted anything intresting !

so what was the question again ?

Cheeky sod! But you do have a point

Originally Posted by dry suit diver

this is not something you want to be discussing on here. Contact a lawyer who knows contractual and copyright law first thing in the morning, a lot will depend on what was written into the contracts and if working out of contract what precedents have been set by similar cases

It is in hand, but as you say, I was wondering if anyone has been involved in similar cases, who might give an idea of precedent.

[milldog]

Give steve jones a shout on here or SWM it his area of expertise

Graham

[PeeBee]

My 2p, had a similar situation about 25 years ago and the law may have changed since but if it hasn't it will all depend on your ability to prove you had the idea first. The way we used to protect ourselves was to write up the concept in as much detail as possible put it into a sealed envelope and then post it to ourselves recorded delivery. We would then file the unopened envolope safely before discussing the idea with anyone else. So the important principle that you will need to prove is did you have the idea first?

Who paid for what is immaterial in my opinion.... but I'm not a lawyer and could be talking out of my ar5e.

Good luck.

[pieater]

Did any of the firms have terms and conditions with each other? If so, check those; although you do need to know what you're looking for (roughly).

The general legal principal is that "there is no Copyright in an idea"; except that I bet there were drawings, descriptions or specifications of some kind(?) that will be subject to copyright. How much copyright exists will depend on many things - is this information in the public domain anyway? Did someone else come up with it first? Usually novel ideas need patent protection.

PM me your woes if you like, I've been doing this stuff for about a decade. Also, PM me with details of who you've been instructing if you're interested.

Martin.
Lawyer - works for buckets of sancerre

[BJ]

As I understand it the Copyright is entirely owned by the originator until 75 years after his demise. You cannot sell the Copyright. You can only assign it or license it. You cannot do either in perpetuity. If an originator is wholly employed, the Copyright might well rest with the employer. I have won several actions in court on this premise. However, an idea is not a work of art so is not subject to Copyright. Take a look at the Copyright Designs & Patents Act (1988). It's on-line.

[SeanC]

Pete,

My job involves sorting out this kind of mess from time to time and I hope the following points clarify things a bit. I agree with what Martin and DSD say. It's all subject to who did exactly what and when, what they received from whom, what they supplied to whom, what contracts were in place etc. It's also subject to what each side thinks of its case and its finances, and of those of the other side.

1. Nobody can sue for infringement of an idea: it's just an abstract thing. But people can sue for infringement of the IP rights that protect an idea, like copyright, patents or design right. So it's those rights that matter. Similarly an idea isn't really an item of property that can be bought and sold, but any rights relating to the idea may be. And in a tangle like this, different companies could end up owning rights in different aspects of the idea - and so end up with parallel rights that could be used to stop each other unless they do a deal.

2. Who owns what rights depends on what kind of right it is and what work was done to deserve it:

i) A will probably own some rights by virtue of having the original idea and having paid B for whatever B added to A's original work;

ii) C will probably own some rights by virtue of having done creative work and not having been paid for it. B wouldn't have been able to assign C's rights to A unless B paid C for the rights first.

iii) and even B could own some rights that may still be assignable in liquidation, even from the Crown after B dissolves!

As to what rights they are, this depends on whether A's, B's or C's work created something inventive and patentable, something registrable as a design, or something else.

3. Depending on whether you're A or C, it might be an idea to file a patent application and/or a design application depending upon what the idea is all about. A patent application must be filed while the idea remains confidential but a design application is a bit more forgiving of disclosure. Possession being nine parts of the law and all that, an application can help with the bargaining position. And consider having a word with the liquidator to get hold of any rights that B may still have owned before it went under.

4. Likely outcome: to get C off its back, A pays C some meaningful amount but well below what B should have paid C. After all, C is the silly bugger that did the work without making sure it got paid. A lot depends on whether C can genuinely recover money by selling its work to A's competitors or whether that's an empty threat. Certainly, C will have trouble selling its rights in the idea if people think that A might still have some other rights in it. Basically it's a commercial negotiation involving all the usual willy-waving.

5. It's about as clear as Wraysbury on a summer Saturday, I know, but the next step may be to chuck money at a good lawyer and hope the other side runs out of money first. All depends how much is at stake really - just don't end up like two slap-heads fighting over a comb!

Cheers

Sean