7 ms·

In order for a contract to be considered enforceable both parties must receive consideration[1]. When you worked at the company your consideration was continue

by iaw 10y ago

In order for a contract to be considered enforceable both parties must receive consideration[1]. When you worked at the company your consideration was continued employment. Were I in your shoes I'd ask for an amount of consideration with what you believe is commensurate with a "reasonable" value. If this is a small sale, something like $10,000. If it's a large sale, $100-200,000. The point being that if they want you to sign away your ownership rights (real or imagined) they have to give you something in return or it's not a legal contract. Contracts absolutely require that both parties get something of value out of the exchange. [1] http://study.com/academy/lesson/rules-of-consideration-in-contract-law-elements-case-examples.html http://study.com/academy/lesson/rules-of-consideration-in-co...

vacri 10y ago
For those not in the know, this is what 'peppercorn' contracts are about, where one side pays $1 (the 'peppercorn', ie: not worth much) in exchange for the other side's stuff. Usually it's done for things that are considered an overall net liability.
- Terr_ 10y ago
  Amusingly, peppercorns have at some times/places been worth their weight in gold.
  - vacri 10y ago
    heh, I thought you were talking about the contracts (which is also figuratively true) at first, rather than actual peppercorns... :)
ajdlinux 10y ago
The words "IP assignment deed" would suggest it's a deed, not a contract, and a deed does not require consideration (though it may include some consideration that allows it to be enforced as a contract if a court finds that the requirements of a deed were not met) (IANAL, I've had to get lawyers to write up IP assignment paperwork before though)
- iaw 10y ago
  I was not aware of this fact. IANAL, but it does look as if the concept of a deed is being abused in this context. Kind of like where employers call employees "contractors" because they can get away with it. It looks like the purpose of a deed is to announce intention to uphold a promise such as debt repayment in exchange for title. The idea of a deed of assignment (from googling) is that one party transfers ownership of an object to another party. If OP's earlier contract was valid then this would be extraneous, if OP's earlier contract was flawed then it would be in his/her best interest to negotiate a new contract as a deed would basically be giving away the vested interest they have. Anyone that makes a moral argument here needs to remember that using the legal tools available to you is not immoral. It may be mean, but it's fair play. Bill Gates and Spyglass, as atrocious as it was, demonstrated this. If the original contract was flawed, then OP actually owns some vested component of the company/product. Why in the world would OP give away something that has literally just been assigned a value for free? Frequently companies, if in the situation of OP, will leverage their legal rights in this scenario. I still think OP should negotiate some compensation for anything they sign.
  - true_religion 10y ago
    While a deed of assignment is typically used to transfer existing rights and possessions, there's no real reason it cannot be used to transfer future rights. Deeds of escrow are often used as promises to transfer goods, or perform a service in the future even if conditions for said execution of the deed are not currently met. Legally it is defensible. To fight against its validity, you'd need to go another route---like showing that one party had undue influence over another. In this case, it would be a muddy ground battle, because they have already left their employer so there's no influence, and the language of the deed is plainly understood.
  - cmdrfred 10y ago
    >using the legal tools available to you is not immoral Legality and morality are two different concepts that are not always mutually inclusive. What would be the point of two separate words if this wasn't the case? Under your logic slavery wouldn't slavery have been moral? That said the people OP is dealing with arent likely at the height of morality themselves and my personal moral code is "do unto others as they would do unto you".
mdotk 10y ago
deeds don't need consideration
eyeJam 10y ago
That is a dangerous oversimplification of the law of contracts. The doctrine of consideration is very old. Commonwealth courts have made many, many exceptions to that doctrine. It is a okay way of conceptualizing contracts, but it isn't 'good law' and shouldn't be relied on. (I'm providing legal information, not legal advice; hire a lawyer and please don't rely on legal advice you get from comment sections; if you truly want to avoid lawyers and do it yourself, I would suggest reading E.A. Farnsworth's "Contracts")

by iaw 10y ago

vacri 10y ago

For those not in the know, this is what 'peppercorn' contracts are about, where one side pays $1 (the 'peppercorn', ie: not worth much) in exchange for the other side's stuff. Usually it's done for things that are considered an overall net liability.

Terr_ 10y ago
Amusingly, peppercorns have at some times/places been worth their weight in gold.
- vacri 10y ago
  heh, I thought you were talking about the contracts (which is also figuratively true) at first, rather than actual peppercorns... :)

ajdlinux 10y ago

The words "IP assignment deed" would suggest it's a deed, not a contract, and a deed does not require consideration (though it may include some consideration that allows it to be enforced as a contract if a court finds that the requirements of a deed were not met) (IANAL, I've had to get lawyers to write up IP assignment paperwork before though)

iaw 10y ago
I was not aware of this fact. IANAL, but it does look as if the concept of a deed is being abused in this context. Kind of like where employers call employees "contractors" because they can get away with it. It looks like the purpose of a deed is to announce intention to uphold a promise such as debt repayment in exchange for title. The idea of a deed of assignment (from googling) is that one party transfers ownership of an object to another party. If OP's earlier contract was valid then this would be extraneous, if OP's earlier contract was flawed then it would be in his/her best interest to negotiate a new contract as a deed would basically be giving away the vested interest they have. Anyone that makes a moral argument here needs to remember that using the legal tools available to you is not immoral. It may be mean, but it's fair play. Bill Gates and Spyglass, as atrocious as it was, demonstrated this. If the original contract was flawed, then OP actually owns some vested component of the company/product. Why in the world would OP give away something that has literally just been assigned a value for free? Frequently companies, if in the situation of OP, will leverage their legal rights in this scenario. I still think OP should negotiate some compensation for anything they sign.
- true_religion 10y ago
  While a deed of assignment is typically used to transfer existing rights and possessions, there's no real reason it cannot be used to transfer future rights. Deeds of escrow are often used as promises to transfer goods, or perform a service in the future even if conditions for said execution of the deed are not currently met. Legally it is defensible. To fight against its validity, you'd need to go another route---like showing that one party had undue influence over another. In this case, it would be a muddy ground battle, because they have already left their employer so there's no influence, and the language of the deed is plainly understood.
- cmdrfred 10y ago
  >using the legal tools available to you is not immoral Legality and morality are two different concepts that are not always mutually inclusive. What would be the point of two separate words if this wasn't the case? Under your logic slavery wouldn't slavery have been moral? That said the people OP is dealing with arent likely at the height of morality themselves and my personal moral code is "do unto others as they would do unto you".

mdotk 10y ago

deeds don't need consideration

eyeJam 10y ago

That is a dangerous oversimplification of the law of contracts. The doctrine of consideration is very old. Commonwealth courts have made many, many exceptions to that doctrine. It is a okay way of conceptualizing contracts, but it isn't 'good law' and shouldn't be relied on. (I'm providing legal information, not legal advice; hire a lawyer and please don't rely on legal advice you get from comment sections; if you truly want to avoid lawyers and do it yourself, I would suggest reading E.A. Farnsworth's "Contracts")