Ask HN: Shutting Down a Website in a Contract Dispute | Hacker News Reader

Ask HN: Shutting Down a Website in a Contract Dispute

4 pointsdfraser9926 comments

Hi,

  Obviously IANAL and YANAL... but I would like to hear what people might think. The facts are:

a. I was hired as a contractor to build a website for a non-profit sort of thing, fixed fee, and no discussion of copyright issues. So I have always viewed I owned the copyright and never was going to transfer it anyway - my idea was to open source it eventually.

b. I eventually joined the organization as a volunteer Director of IT, but the Managing Director and I have an email trail where we discuss compensation for continued development of large projects. So I was still acting as a contractor for parts of my work. Again, no licensing or copyright questions.

c. Another board director, who had been subjecting everyone to workplace bullying, triggered one of volunteers to resign. He also abused the MD so much he resigned. The idea that if everyone resigned, this person might see some sense.

That wasn't the case. The problem director ended up writing a glowing email thanking all of us and BTW, mentioning that now the website etc was bring ing enough revenue, he could now be paid a salary. We were trying to transition the org to a official non-profit. So his game plan was clear.

d. I shut down the website and have claimed ownership of my code. He has been threatening to sue for months, saying I was only a volunteer and yadda yadda...

e. Yes, shutting down the website is drastic, but I was never going to get the outstanding invoices paid and my view is he is trying to steal my code. The contract I was under was "revoked" in some sense - it fell apart so to speak.

f. The code could be reused by him on his other websites and / or possibly commercialised.

Lots of other details, but ... has anyone ever had to deal with such a situation? thanks

I have dealt with my fair share of strange and demanding clients as a consultant. I still have 2 on-going saga's I am dealing with after a year of my last company being sold.

Copyright can be more tricky then you think. IANAL of course, but unless stated otherwise my understanding is you as the creator own the copyright to the works, until you transfer it in written form to the client. This is unless you have a contract that states different. Also, this get's interesting because it can also change potentially how the IRS sees the work product and who should pay taxes on your fees etc. Work for hire vs Employee issues etc.

For the future, never leave something unstated, always clearly state it in plain english and in writing. Leave no chance of gray area or undefined ownership or payment terms. Ambiguity leads to nothing but trouble.

For the current situation, it is possible that they have a case against you for tortuous interference (or something else) if by taking down the site you affected client's which pay for the service or have a service level expectation to the company. Essentially, that is saying if you interfered with the relationship of their clients whom have a service agreement with them then you could possibly be held liable for damages and/or real losses.

Again, IANAL and you should get one to help answer some questions cause I think you are on shaky ground here. In the end, never ever shut down or remove software unless you have spoken with an attorney first, as you can be seen as damaging a business. It may sound shitty, but your real course of action would have been to sue them for a lack of payment and maybe seek an injunction against their using any software which they haven't paid for, but by removing things, you may have made yourself liable for damages and given them a case against you. Get an attorney to talk to you, won't cost much to get some feedback. Likely if they haven't sued yet, they feel they are on shaky ground for some reason, so you can still probably sort this out and protect yourself.

thanks. I left a bunch of details out - he claims I was just a volunteer, there was no contract, etc.... the problem with the lack of payment and injunction route would be a) he already is dodging a £30k bill for a legal case he lost and b) he'd never pay a measly £1k and so an injunction etc would cost more for me, realistically... he is using the legal system to extort me, IMO

for code that isn't worth much - why he wants it, I can't understand b/c the old site had a bad UI. Their new site is totally mobile friendly and looks much better. so this is just being vindictive or he wants the code for re-use

yeah, tortuous interference is what I'm worried about. but the site was never popular, maybe 20 new members a month at avg £5...

This is one of those times that it is important to let go of the who is right and walk away knowing you did right and don't worry about who is right. You gain nothing but headaches and pain by trying to prove you are right in this scenario, and to your own point the money isn't large and he is already ignoring the courts for other factors. So frankly, give him his code and walk away with a clean conscious.

I am not saying I am any better or immune from the same behavior or thoughts, but sometimes it helps to have someone with no dog in the fight to just say seriously, walk away. Which means you can say, hey I did right and regardless of the situation and stupidity, I can sleep well every night.

The £1k isn't worth your sanity or health stressing out over the what if's, drop it, give him the code and walk. Does that mean you feed his stupidity and ego? Maybe, and maybe he even feels vindicated, whatever, moron's exist everywhere and in every culture. But in the end, you can sleep and move forward with a clean focus. Do whatever you want, no contract means you can write whatever you want to compete etc, but don't put yourself in a risky position over what is in the end a small amount of money, especially when it could cost you so much more.

Good luck!

thanks for the support, several friends have said the same thing. The solicitor said all this is just posturing and only until papers for a claim are filed with the court does anything begin to matter. The way he attempts to ratchet up the anxiety and/or guilt tripping while providing an explicit "out" - i.e. hand over everything without any further consequences - is very apparent now. A valid claim, written by a solicitor, would calmly lay out facts with supporting evidence, establishing a dialogue like you're supposed to to avoid litigation and begin negotiations -- i.e. not act like a spoiled 2 year old...

The money I am owed is irrelevant - it's more a matter of the constant bullying and attempts to extort me. If he files a claim based on what he has said are "the facts", I have the proof needed to show he has knowingly lied to the court. That alone ought to scupper any case. I guess it is the humiliation if I ignore this latest deadline that I am sort of concerned about - will his ego handle it?

Since it was never incorporated as an NPO and you say you never discussed copyright:

http://www.nolo.com/legal-encyclopedia/hiring-independent-co...

Who owns intellectual property created by independent contractors?

When you hire an IC to create a work of authorship such as a computer program, written work, artwork, musical work, photographs, or multimedia work, you need to be concerned about copyright ownership.

The copyright laws contain a major trap for unwary hiring companies. The hiring company will not own the copyright to the IC's work unless it obtains a written assignment of copyright ownership. An assignment is simply a transfer of copyright ownership. You should obtain an assignment before the IC starts work. This assignment should be included in the IC agreement.

There are exceptions to this rule. Certain specially commissioned works by ICs are considered to be works for hire, to which the hiring company owns the copyright. However, this rule is not automatic -- you still have to enter into a written agreement explicitly stating that the work is for hire.

It has not happened to me but I have seen it happen to many others. It will happen to you sooner or later if you are the "front man" for any kind of contract web development work.

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