5 ms·

This reminds me of something that happened at a former employer. After I had been employed there for a couple of years, someone in HR or Legal noticed that the

by kogus 2y ago

This reminds me of something that happened at a former employer. After I had been employed there for a couple of years, someone in HR or Legal noticed that the programmers had never signed any "our code belongs to the company" agreement. So they asked us to sign a paper to that effect, and gave us each a check for $20. My thought was that I always assumed the company owned this code, but if they were going to pay for it, then $20 was waaaay too little. Anyway I took the $20, signed the paper, and got back to work. But it always gave me a chuckle.

bombcar 2y ago
This is because it's a contract oddity - if they told you to sign it but offered nothing; you could challenge it in court, and the courts have often said a "one-sided contract" is not valid (e.g., you give me copyright I give you nothing). The $20 is "due consideration" - just like how some deals involve selling an item for a dollar.
- rolph 2y ago
  there is a term "gracious consideration" often used where i am. rough translation is: "pretty please" [batting eyelashes]
frognumber 2y ago
Here's what I suspect happened: Any contract requires consideration. Without it, it's not a valid contract. It doesn't require fair consideration, so a clause giving e.g. $1 is typical for many contracts. They were nice and bumped it up to $20. I suspect your work DID belong to the company already, under work-for-hire doctrine, but an explicit contract avoids that ambiguity. Ambiguity can be bad and super-expensive, whether during litigation or even something like an audit. If someone is buying a company, investing, making a major loan, that's the kind thing which comes up in due diligence and can be annoying. So I don't think they were paying you for the code, so much as trying to come into compliance. Very likely, this was triggered by some similar audit for some deal they were trying to make.
- lucianbr 2y ago
  You think the $20 was consideration, and yet you think they were not paying for the code? Aren't these the same thing? > Ambiguity can be bad and super-expensive If the corporation had some ambiguity in their favor, I expect they would call it "value" and ask for as much as they could get to remove it. But if the ambiguity is in favor of an employee or client, let's remove it for a token $20. Ugly society this one is.
  - kmacdough 2y ago
    $20 consideration for reducing legal ambiguity around code they already own. Even if it's almost guaranteed to roll in favor of the employer, simply having to litigate it is enormously expensive. Such litigation would be detrimental to everyone but the lawyers, but that won't stop people from thinking they have a case. I'm with you, companies will always look out for their own interests, but when clarification minimizes logistical waste, it's possible to benefit everyone.
    - einhverfr 2y ago
      "Bulls do not win bullfights. People do. People do not win people fights. Lawyers do." -- Norman Augustine, "Augustine's Laws" 1985.
  - frognumber 2y ago
    The ambiguity is not in the favor of anyone except lawyers. As an employee, you can: 1) Spend $100k in litigation to discover your boss owns the code 2) Get $20 Fights don't benefit anyone. Some companies would act like dicks and "ask for as much as they could get to remove it," but in most cases, that's not what happens either. A company like that would never get repeat business. Coincidentally, some employees do the same, with similar consequences. And there are employers everyone knows not to work for. Resolving this sort of thing for a buck -- in the way a court would rule -- is really standard common-sense practice.
- bityard 2y ago
  Interesting. I worked for a company that got bought by another company. Pretty much everyone was a salaried employee with a standard employment contract. There was no formal rehire process, but at some point the new company did the same thing as OP's company, saying that anything we produce at work or with work resources belongs to the company. But with an added "no moonlighting" clause. We did not get any consideration, cash, or gift cards. Instead we were told that if we didn't sign the new company's mandatory agreements, our employment status could be up for review.
ortusdux 2y ago
For the most part, US contracts are not valid without consideration. Basically, all parties involved must receive something of value. https://www.nolo.com/legal-encyclopedia/consideration-every-contract-needs-33361.html https://www.nolo.com/legal-encyclopedia/consideration-every-... Any contract request that includes a small cash payout should merit extra scrutiny.
qingcharles 2y ago
My friends and I contracted to a company in 2004 to build a text message system. The company decided they didn't want to pay us the last month's bill. They'd spent all their money buying a custom Harley as a prize for the customers and now had nothing left. We met with their CEO+CFO+lawyers and our lawyers. They were adamant they wouldn't pay the last payment. We pulled out our contract and showed they didn't own any of their code because there was no IP transfer in there. They said "We need a minute." We left the room, came back in and there was a check for the outstanding balance in the middle of the table.

by kogus 2y ago

bombcar 2y ago

This is because it's a contract oddity - if they told you to sign it but offered nothing; you could challenge it in court, and the courts have often said a "one-sided contract" is not valid (e.g., you give me copyright I give you nothing). The $20 is "due consideration" - just like how some deals involve selling an item for a dollar.

rolph 2y ago
there is a term "gracious consideration" often used where i am. rough translation is: "pretty please" [batting eyelashes]

frognumber 2y ago

Here's what I suspect happened: Any contract requires consideration. Without it, it's not a valid contract. It doesn't require fair consideration, so a clause giving e.g. $1 is typical for many contracts. They were nice and bumped it up to $20. I suspect your work DID belong to the company already, under work-for-hire doctrine, but an explicit contract avoids that ambiguity. Ambiguity can be bad and super-expensive, whether during litigation or even something like an audit. If someone is buying a company, investing, making a major loan, that's the kind thing which comes up in due diligence and can be annoying. So I don't think they were paying you for the code, so much as trying to come into compliance. Very likely, this was triggered by some similar audit for some deal they were trying to make.

lucianbr 2y ago
You think the $20 was consideration, and yet you think they were not paying for the code? Aren't these the same thing? > Ambiguity can be bad and super-expensive If the corporation had some ambiguity in their favor, I expect they would call it "value" and ask for as much as they could get to remove it. But if the ambiguity is in favor of an employee or client, let's remove it for a token $20. Ugly society this one is.
- kmacdough 2y ago
  $20 consideration for reducing legal ambiguity around code they already own. Even if it's almost guaranteed to roll in favor of the employer, simply having to litigate it is enormously expensive. Such litigation would be detrimental to everyone but the lawyers, but that won't stop people from thinking they have a case. I'm with you, companies will always look out for their own interests, but when clarification minimizes logistical waste, it's possible to benefit everyone.
  - einhverfr 2y ago
    "Bulls do not win bullfights. People do. People do not win people fights. Lawyers do." -- Norman Augustine, "Augustine's Laws" 1985.
- frognumber 2y ago
  The ambiguity is not in the favor of anyone except lawyers. As an employee, you can: 1) Spend $100k in litigation to discover your boss owns the code 2) Get $20 Fights don't benefit anyone. Some companies would act like dicks and "ask for as much as they could get to remove it," but in most cases, that's not what happens either. A company like that would never get repeat business. Coincidentally, some employees do the same, with similar consequences. And there are employers everyone knows not to work for. Resolving this sort of thing for a buck -- in the way a court would rule -- is really standard common-sense practice.
bityard 2y ago
Interesting. I worked for a company that got bought by another company. Pretty much everyone was a salaried employee with a standard employment contract. There was no formal rehire process, but at some point the new company did the same thing as OP's company, saying that anything we produce at work or with work resources belongs to the company. But with an added "no moonlighting" clause. We did not get any consideration, cash, or gift cards. Instead we were told that if we didn't sign the new company's mandatory agreements, our employment status could be up for review.

ortusdux 2y ago

For the most part, US contracts are not valid without consideration. Basically, all parties involved must receive something of value. https://www.nolo.com/legal-encyclopedia/consideration-every-contract-needs-33361.html https://www.nolo.com/legal-encyclopedia/consideration-every-... Any contract request that includes a small cash payout should merit extra scrutiny.

qingcharles 2y ago

My friends and I contracted to a company in 2004 to build a text message system. The company decided they didn't want to pay us the last month's bill. They'd spent all their money buying a custom Harley as a prize for the customers and now had nothing left. We met with their CEO+CFO+lawyers and our lawyers. They were adamant they wouldn't pay the last payment. We pulled out our contract and showed they didn't own any of their code because there was no IP transfer in there. They said "We need a minute." We left the room, came back in and there was a check for the outstanding balance in the middle of the table.