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The problem: I am working on a freelance marketplace, and I decided to cancel project with one of my clients, because client is impossible to work with with limitless delays and lots of bugs in his backend. I want to give him a partial refund (partial because I worked for two months and there is 3k lines of code, though application still not working due to problems from his backend).

The question: who is "owner" of code which I have wrote? We did no agreement about it upon project was started. Can I tell him to not use my code? I understand, that he can ignore my forbid anyway, I just want to know if I have formal "right" to say so.

Ixrec
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  • okay, you said the client is getting a "partial refund". so that means, when the smoke and dust clear from your split-up, that the client paid some money to you. what is it that the client gets for that money? if the client gets no usage rights or ownership of the code, i fail to see what your several months and 3K lines of code do for him/her. oh, i see that this is an old question. dunno if the OP is still around to answer the basic clarification question. – robert bristow-johnson Apr 08 '15 at 21:09
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    This is why all business needs to start with a contract. – Ross Patterson Apr 09 '15 at 09:49
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    I'm voting to close this question as off-topic because it is about a legal question of contract law (or the failure to have a contract). –  May 04 '15 at 15:52

3 Answers3

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This is best something you'd contact a lawyer for. It depends on your country and what's in the current contract, but I suspect the following would be relevant:

  • As you wrote the code, it should be yours (this is true for any written text, even if you don't explicitly mention copyright stuff, as far as I know)

Once again, certain wordings in the contract may give you or the customer different rights, and local laws will apply. I definitely recommend you contact a lawyer for a definite answer. If you can't or don't want to pay a lawyer, I'd assume the code isn't important enough. So you'll have to weigh the advantages and disadvantages.

On the other hand, think about how important it is if he does use the code. You wrote it so you know the most about it. He'll have no support, no further development (unless hiring someone else who has to work himself/herself in), etc. You on the other hand could use the code going forward.

Philip
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Peter
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  • http://en.wikipedia.org/wiki/Berne_Convention_for_the_Protection_of_Literary_and_Artistic_Works may be relevant – jk. Apr 09 '13 at 13:48
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    "Give out the source code = losing copyright ownership"? Copyright doesn't work that way. You retain ownership of the copyright even if someone reads your source. – Philip Apr 09 '13 at 14:17
  • Well, my code is a JavaScript, and to work properly it should be integrated into his Java application, so, this code can not be not given. –  Apr 09 '13 at 14:27
  • @Philip: true, but what about the right to use it, as I mention? – Peter Apr 09 '13 at 16:22
  • @Peter, using copyrighted material without the copyright holder's permission is the definition of copyright violation. It's currently not a crime to simply be in possession of copyrighted material (barring certain porn and government secrets, in the USA). Distributing copyrighted material (such as when someone downloads a webpage with code on it) without permission valued in excess of $10,000 is a felony. It's also as sue-able offense, but EVERYTHING is a sue-able offense. – Philip Apr 09 '13 at 16:43
  • @Philip, ok, good input. I stand corrected. – Peter Apr 09 '13 at 16:57
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This would be the issue of work for hire. Typically*, if you're employed by someone and they have you make something, they own it. But you're a contractor/freelancer, so that shouldn't apply to you. Which is why most contracting work mentions something about this in the contract. If there was literally no contract and you just kinda legally eyeballed it, I believe you still own it.

I don't say this often, but in this case, yeah, you should probably go talk to a lawyer if you really want to apply any legal pressure on anyone.

Also, it doesn't matter at all if you've given him the source code in the past. Copyright doesn't work that way. Even if we all had the source-code to Windows8, it wouldn't mean anyone but Microsoft owned the rights to it.

*In most states of the USA. Offer not available in Antigua, who is specifically ignoring all US IP laws right now**.
**Update: In 2014 Antigua finally fined someone under the 2003 copyright act. Antigua and the USA are still in a tiff over online gambling, but the politics may be shifting.

Philip
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  • If there was no explicit contract, it's up to a judge, who will see that the freelancer has been paid some amount of money, will direct the freelancer to make the product of his work to date available to the client, and consider the contract satisfied. – KeithS Apr 14 '15 at 00:21
  • @KeithS "some amount of money" is now all it takes to rip copyright ownership from someone? WHAT contract? How do you satisfy a contract that DOES NOT EXIST!? I see some link-rot has occurred in his answer. Allow me to update it explaining the background of how copyright works. – Philip Apr 14 '15 at 15:20
  • Yep. "The legal system is not intended to be a remedy for bad decision making". A contract is merely an offer and an acceptance, which can be in any form of communication understood by both parties. Therefore, there was an "agreement" of some sort of work for payment. The specifics, however, don't exist. Therefore as long as some money was paid and some work was done, the court will call it a wash even if the freelancer's only been paid a dollar for two weeks' work, or if the company paid $10,000 up front for what turned out to be 8 hours. – KeithS Apr 17 '15 at 22:11
  • Where the court will step in is where there was a proven misrepresentation of fact (fraud), or where certain specifics of the agreement are conceded by both parties and the outcome does not live up to them (such as a finished product for 10 grand, or overtime for hours in excess of a stipulated amount). In neither case is either party guaranteed "fair value" for the money they have spent or the effort they have put in. Even if the court calls the contract void, and the company keeps their money and the OP his code, is the OP going to be able to turn around and resell that code? Probably not. – KeithS Apr 17 '15 at 22:15
  • No. If the contract, verbal or otherwise, doesn't specify the thing being made, the transfer of ownership (via work-for-hire type deal), and that it falls under one of 9 catagories, then the contractor retains ownership of their property. And you can sell your property. A court could certainly rule whatever they want to settle the verbal contract between two parties. But they're not going to violate copyright law to do so. – Philip Apr 19 '15 at 00:01
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This should have been specified in the contract (lessons learned...). In the best case for you, you would have specified that non-performance of contract terms by the client is grounds for cancellation, maybe a three-strikes rule or something. You would also have specified "intellectual property transfers on satisfaction of contract"; even in a cancellation, if both parties have lived up to those terms (meaning you've been paid what you are owed according to the contract thus far and have delivered accordingly), the contract is "satisfied".

That then makes it clear that what you have developed now belongs to your client. That is, of course, assuming that other than the client being the source of insurmountable delays, the customer was in good standing with regards to payment for services rendered. If the client is withholding payment, you own the code until the matter is resolved to either mutual satisfaction or the court's.

By the way, if the contract does not stipulate what portion of the payment you are entitled to and what you are not based on the work performed, then if you drafted this contract, be prepared to fork over every penny they gave you, and similarly, if they drafted it, you should be refunding nothing. As was correctly stated in a Big Bang Theory episode a few seasons back, ambiguity in a contract benefits the party that did not draft it, to the extent the law allows (the contract doesn't have to specify the obvious, such as illegalities of law, but if you are neither required nor prohibited by law or contract to take a certain action, you may do as you choose regarding said action, so if the contract doesn't stipulate settlement of partial completion, the money and the code will go to whomever didn't write this sieve of a contract).

KeithS
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    I hope we can all agree that the contract _should_ have covered this, being "write code for money" is the entire purpose of the contract. However, it does not answer the question: "the water is already under the bridge, the horses have already left the barn, how do I deal with this situation?" –  Apr 14 '15 at 01:50