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I've always had the impression that whoever writes the code owns it, unless there are agreements in place that say otherwise. If Billy didn't create the codebas

I've always had the impression that whoever writes the code owns it, unless there are agreements in place that say otherwise. If Billy didn't create the codebase, and never contributed to it, does he still have partial ownership of it?

logfromblammo 11y ago
The writers of the code do own it. Clearly, a team was formed for the purposes of submitting an entry into a competition. Since they intentionally commingled their efforts, they own it as a partnership rather than as individuals. Each one of them owns the whole code. If they want to do anything with it outside the existing nine, they need all nine signatures on the agreement. For practical purposes, that means Billy does not have much leverage. He needs to get all 8 of his partners to cooperate, and none of them need him in the slightest. If he chose to block any partnership agreement, they could just reconvene as a partnership-of-8, and spend another weekend re-creating a better codebase from scratch. He would be left with nothing. The reasons they would not do that are because the idea itself is rather lame and unoriginal, they could probably come up with something better on their own, and having proved themselves as a team, they might want to try something new anyway.
- IkmoIkmo 11y ago
  I agree in a normal or typical context, but the 0.4% thing muddies the water a bit and it makes me wonder if Bobby is telling the whole story. The 0.4% proposal that was agreed on implies to me that they may have known that Billy was interested in turning this into a company and that before-hand they'd agree that each member has a 0.4% stake in whatever venture comes out of the work they do that weekend regardless of who uses it. Why else strike such an agreement? Without this proposal, naturally every member would have a 100% / n share if they formed a company out of the team, and no single member could, as you describe it in your post, simply appropriate all the work without consent of the rest of the team. The 0.4% suggests that one member wanted to start a team before-hand, the rest didn't, but that this would be their compensation for the weekend of work regardless of who ended up using the weekend's resulting work. Again this is all just speculation, but I'm having a hard time understanding a potential rationale for the 0.4% proposal, which was a developer's proposal of OP's friend, not Billy's idea to do a bait and switch or exploit the devs.
IkmoIkmo 11y ago
> If Billy didn't create the codebase, and never contributed to it, does he still have partial ownership of it? I would say so yes, but only insofar as him being a part of the team. Some members of that team wrote code for that team's goals, not on their own in private hours for their own goals. Therefore the code is owned by the team which Billy is a part of. That also means that all the sales contracts Billy landed or they pitch they did, is also owned by the devs. That would indeed suggest however that Billy going off on his own creating a 50/50 with someone else, using the team's work, is like Eric Schmidt (supposing hypothetically for a moment he was a business-oriented member of the pre-Google team on day 1) taking page rank and starting a new company, i.e. total bs that wouldn't hold up in court. The whole 0.4% thing muddies the waters. It may be interpreted to say that whoever uses the produce of the team's weekend work, must give 0.4% of their venture to the rest as a reward, and having given that reward, no other remuneration is necessary to use whatever the team came up with that weekend. That makes sense in the context of a single startup arising out of this deal, or even competing ventures who both use the software and each award each member 0.4% in their respective ventures, it starts to fall apart when you look at the non-software stuff, i.e. who can appropriate the sales contracts, the logo etc which can't simply be used by two companies. It's a muddy deal that could probably go either way in the courts, which is why Billy's move is so asshole-y and why Bobby probably wanted to wipe his hands of it right away, forfeiting a 0.4% for real other reason other than wanting to disassociate and taking his $200 in the prize share he has a right to regardless. Of course, I'm not a lawyer so what makes legal sense to me is pretty meaningless :)

logfromblammo 11y ago

The writers of the code do own it. Clearly, a team was formed for the purposes of submitting an entry into a competition. Since they intentionally commingled their efforts, they own it as a partnership rather than as individuals. Each one of them owns the whole code. If they want to do anything with it outside the existing nine, they need all nine signatures on the agreement. For practical purposes, that means Billy does not have much leverage. He needs to get all 8 of his partners to cooperate, and none of them need him in the slightest. If he chose to block any partnership agreement, they could just reconvene as a partnership-of-8, and spend another weekend re-creating a better codebase from scratch. He would be left with nothing. The reasons they would not do that are because the idea itself is rather lame and unoriginal, they could probably come up with something better on their own, and having proved themselves as a team, they might want to try something new anyway.

IkmoIkmo 11y ago
I agree in a normal or typical context, but the 0.4% thing muddies the water a bit and it makes me wonder if Bobby is telling the whole story. The 0.4% proposal that was agreed on implies to me that they may have known that Billy was interested in turning this into a company and that before-hand they'd agree that each member has a 0.4% stake in whatever venture comes out of the work they do that weekend regardless of who uses it. Why else strike such an agreement? Without this proposal, naturally every member would have a 100% / n share if they formed a company out of the team, and no single member could, as you describe it in your post, simply appropriate all the work without consent of the rest of the team. The 0.4% suggests that one member wanted to start a team before-hand, the rest didn't, but that this would be their compensation for the weekend of work regardless of who ended up using the weekend's resulting work. Again this is all just speculation, but I'm having a hard time understanding a potential rationale for the 0.4% proposal, which was a developer's proposal of OP's friend, not Billy's idea to do a bait and switch or exploit the devs.

IkmoIkmo 11y ago

> If Billy didn't create the codebase, and never contributed to it, does he still have partial ownership of it? I would say so yes, but only insofar as him being a part of the team. Some members of that team wrote code for that team's goals, not on their own in private hours for their own goals. Therefore the code is owned by the team which Billy is a part of. That also means that all the sales contracts Billy landed or they pitch they did, is also owned by the devs. That would indeed suggest however that Billy going off on his own creating a 50/50 with someone else, using the team's work, is like Eric Schmidt (supposing hypothetically for a moment he was a business-oriented member of the pre-Google team on day 1) taking page rank and starting a new company, i.e. total bs that wouldn't hold up in court. The whole 0.4% thing muddies the waters. It may be interpreted to say that whoever uses the produce of the team's weekend work, must give 0.4% of their venture to the rest as a reward, and having given that reward, no other remuneration is necessary to use whatever the team came up with that weekend. That makes sense in the context of a single startup arising out of this deal, or even competing ventures who both use the software and each award each member 0.4% in their respective ventures, it starts to fall apart when you look at the non-software stuff, i.e. who can appropriate the sales contracts, the logo etc which can't simply be used by two companies. It's a muddy deal that could probably go either way in the courts, which is why Billy's move is so asshole-y and why Bobby probably wanted to wipe his hands of it right away, forfeiting a 0.4% for real other reason other than wanting to disassociate and taking his $200 in the prize share he has a right to regardless. Of course, I'm not a lawyer so what makes legal sense to me is pretty meaningless :)