4 ms·

> A CLA is a kick in the groin to a contributor’s good-faith contribution to the project. I wouldn’t invest in a company that conducts business “on good faith.

> A CLA is a kick in the groin to a contributor’s good-faith contribution to the project. I wouldn’t invest in a company that conducts business “on good faith.” That’s well and good in the domain of interpersonal interaction, but is irresponsible behavior from a company, which must do all it can to safeguard its assets and revenues. And I don’t think I’m being soulless here. A company like Facebook is entrusted with and responsible for many people’s very livelihoods. As a corporation it must not behave casually. There’s no “in good faith” when you have millions of employees and investors.

vorpalhex 8y ago
"Good faith" and by extension "bad faith" are quasi-legal terms. To do business in good faith is to act by the letter and spirit of terms without an intention of attempting to defraud. As I understand it, someone who acts in Good faith usually has more leniency then someone who acts in bad faith. For instance, I had a friend who upon leaving an apartment building was charged several hundred dollars for maintenance having to replace lightbulbs - she disputed the debt, but the apartment complex attempted to charge her interest on it during the dispute. Because the apartment complex acted in bad faith, not only was the debt canceled, but the apartment complex had to pay out additional damages to her. A business should act on good faith. That doesn't mean not having legal agreements or being naive, it means following the letter and spirit of laws. You might be able to technically trick someone into letting you steal their open source contributions and sell them, but that would be bad faith. Wikipedia explains it this way: "In contract law, the implied covenant of good faith and fair dealing is a general presumption that the parties to a contract will deal with each other honestly, fairly, and in good faith, so as to not destroy the right of the other party or parties to receive the benefits of the contract. It is implied in every contract in order to reinforce the express covenants or promises of the contract. A lawsuit (or a cause of action) based upon the breach of the covenant may arise when one party to the contract attempts to claim the benefit of a technical excuse for breaching the contract, or when he or she uses specific contractual terms in isolation in order to refuse to perform his or her contractual obligations, despite the general circumstances and understandings between the parties. When a court or triar or fact interprets a contract, there is always an "implied covenant of good faith and fair dealing" in every written agreement.[1]" - https://en.wikipedia.org/wiki/Good_faith_(law) https://en.wikipedia.org/wiki/Good_faith_(law)
- linkmotif 8y ago
  I see. Thank you. So the question is, are they acting in bad faith if they attempt to use a CLA to subvert the open source license?
  - guitarbill 8y ago
    I think the point is to assume good faith on the contributer's side, i.e. that they will follow in the letter and spirit of the OS license, so a CLA is unnecessary. Conversely, by putting a CLA in place, the subtext is "I think you're probably a scumbag (=person acting in bad faith) and don't trust the OS licenses used for billions of lines of code, so I'm going to hit you with a CLA preemptively". As an interesting bit of context, the European legal system skews more towards the spirit of the law, allowing for shorter legal documents/contracts. Whereas the US legal system skews towards the letter of the law, meaning contracts end up being several hundred pages, littered by garbage like "including but not limited to", and things like that.
    - linkmotif 8y ago
      Thank you for the additional context.

vorpalhex 8y ago

"Good faith" and by extension "bad faith" are quasi-legal terms. To do business in good faith is to act by the letter and spirit of terms without an intention of attempting to defraud. As I understand it, someone who acts in Good faith usually has more leniency then someone who acts in bad faith. For instance, I had a friend who upon leaving an apartment building was charged several hundred dollars for maintenance having to replace lightbulbs - she disputed the debt, but the apartment complex attempted to charge her interest on it during the dispute. Because the apartment complex acted in bad faith, not only was the debt canceled, but the apartment complex had to pay out additional damages to her. A business should act on good faith. That doesn't mean not having legal agreements or being naive, it means following the letter and spirit of laws. You might be able to technically trick someone into letting you steal their open source contributions and sell them, but that would be bad faith. Wikipedia explains it this way: "In contract law, the implied covenant of good faith and fair dealing is a general presumption that the parties to a contract will deal with each other honestly, fairly, and in good faith, so as to not destroy the right of the other party or parties to receive the benefits of the contract. It is implied in every contract in order to reinforce the express covenants or promises of the contract. A lawsuit (or a cause of action) based upon the breach of the covenant may arise when one party to the contract attempts to claim the benefit of a technical excuse for breaching the contract, or when he or she uses specific contractual terms in isolation in order to refuse to perform his or her contractual obligations, despite the general circumstances and understandings between the parties. When a court or triar or fact interprets a contract, there is always an "implied covenant of good faith and fair dealing" in every written agreement.[1]" - https://en.wikipedia.org/wiki/Good_faith_(law) https://en.wikipedia.org/wiki/Good_faith_(law)

linkmotif 8y ago
I see. Thank you. So the question is, are they acting in bad faith if they attempt to use a CLA to subvert the open source license?
- guitarbill 8y ago
  I think the point is to assume good faith on the contributer's side, i.e. that they will follow in the letter and spirit of the OS license, so a CLA is unnecessary. Conversely, by putting a CLA in place, the subtext is "I think you're probably a scumbag (=person acting in bad faith) and don't trust the OS licenses used for billions of lines of code, so I'm going to hit you with a CLA preemptively". As an interesting bit of context, the European legal system skews more towards the spirit of the law, allowing for shorter legal documents/contracts. Whereas the US legal system skews towards the letter of the law, meaning contracts end up being several hundred pages, littered by garbage like "including but not limited to", and things like that.
  - linkmotif 8y ago
    Thank you for the additional context.