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I worked for a small company as a long term contractor making websites and other such things. A client comes along, pays what he said was "A lot of money" for me to spend a week doing his website. He paid it to the company.

I didn't see any of his money, I've since left that job because they owe me months of back pay and it looks like I'm not going to end up getting much of it. (Bad situation)

I want to consider the possibility now of exploring who owns any work I did that was unpaid, because if I need to, I can use it as leverage to help get my owed money. The company is still using some work in-house that's unpaid which I'm a lot clearer about contesting rights to.

What's I'm struggling with is working out what to do about the clients website. From his POV he paid for it, it's his. From my POV I did it and didn't get paid for it so it's mine. Who owns it? If I do, I wouldn't want to strip it away from him, it seems really unfair, but I would like to use it as leverage if it comes to that.

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What basis were you employed under? On a project basis or an hourly daily / rate? Did anyone else do any work on the web site? –  Jon Hopkins Sep 5 '11 at 14:43

6 Answers 6

The usual answer for something like this is to seek out the guidance of a lawyer.

What was the terms of the contract? That is the be all end all.

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This is my mistake, no contract. It's just a 'I come in do a few weeks and invoice them' deal. It's far too casual which is probably contributing to the reason why I'm in the situation I am. –  Tom Sep 5 '11 at 12:43
    
Unfortunately that could contribute for your downfall. Id still consult a lawyer. Often times the speak of a lawyer is enough for a dishonest client to cough up what they have to. Let them know your intentions. –  user29981 Sep 5 '11 at 12:48
    
There's an contract, in most jurisdictions, if only because there is a website delivered and paid for. That means there is an agreement between the two companies that the product delivered was sufficiently like the one demanded. But the original author seems to be an independend (non-employed) third party, which makes it sufficiently complex to warrant a lawyer. –  MSalters Sep 5 '11 at 12:53
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Obligatory link to "F**k you, pay me" talk from Mike Monteiro vimeo.com/22053820 –  StuperUser Sep 5 '11 at 13:27
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There is an implicit contract, under British law a verbal contract is still a contract and both parties are bound by it, though it may still be difficult to prove. If the work has been done but not paid for and sold on the case could still be strong. See my answer for cheaper options than a lawyer for the first step. –  Mark Booth Sep 5 '11 at 14:01

The terms of the contract, if there is a written contract, will usually spell out ownership issues. However, in the case where work has been done without payment, you should have good leverage with or without a contract. Just the same, the outstanding amount might not be worth chasing. Attorney's fees can quickly eat up what you would gain. Try negotiating further before seeking expensive advice.

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It's likely that since you're the person that actually did the work, you likely have copyright for that work, since you didn't explicitly relinquish copyright.

You could try talking to a lawyer, and pursuing legal action against both the former employer and the client that received the work. If the client is suddenly faced with legal action, you can be very certain that they will also pursue legal action against your former employer. The possibility of 2 lawsuits will probably be enough to motivate them to resolve the issue.

By legal action against the client, I mean an injunction to take down the website for copyright violation while the situation is under dispute between you and the former employer. You can be certain they'll respond to something along those lines, and it won't be you that they'll have words with.

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If your contract says that you get x% of the customer payment for each project (which I doubt it), then you may have a point. But if you are paid for your time or if you are a full time employee, I guess you are out of luck.

Remember that the company carries other expenses than your salary. Marketing, admins, utilities, rent, etc. so what the customer pays is logically split to cover all these aspects.

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Depending on how much money you are owed, it may not be worth getting a lawyer involved.

In the UK, if the total owed is less than £5,000 you might want to consider a small claims track case. Your first port of call should probably be the Citizens Advice Bureau, as they can give you free impartial advice.

I have used the UK governments Money Claim Online to quickly, cheaply and successfully take to court a taxi driver who knocked me off my bike and refused to acknowledge his culpability to his insurance company. I would have absolutely no hesitation using the service again.

Incidentally, IIUIC under UK law, a verbal contract is just as binding as a written or e-mailed contract. If you agreed to do some work for a given price you are bound by that agreement, as are they.

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IANAL and you should speak to one but my reading of this:

Obviously a lot of it depends on the contracts between the three main parties and the country you're in but I suspect it's fairly straight forward (and probably not what you want to hear).

In terms of the relationship between you and the supplier (that is the company who employed you), you need to look at how you were employed and how the project ran.

If anyone else did any work on that site at all (including relationship management, analysis, copy writing, testing or whatever) then legally it may be that you did not create the site, you were part of a team creating the site at which point the ownership would rest with the umbrella under which the team were operating (the company). I'm guessing that this was the most likely situation.

You also talk about back pay rather than invoices so I'm assuming that you were contracted on a daily rate / hourly rate basis rather than working on a specified project basis. You're in the UK so IR35 might help as an indicator here - do you pay PAYE? If so then it's far more likely that you'd be seen as an employee and have no rights to the IP.

If my assumptions here are true, I don't see you have much of a claim.

Even if they're not it's not a given that the IP will have reverted to you. They have breached the terms of the contract but that doesn't necessarily void it, it just means that you have a claim against them.

The client on the other hand had an agreement with the supplier to supply a website - they paid for it and received it so would seem to have a pretty solid and reasonable expectation that they own the IP.

If you think that you do have a claim on it after that then you need to think about what you're actually going after the "client" for. They're not your client, you have no contract with them (express or implied) which means that you'd have to go after them based on infringing your IP.

That is likely to be far less straight forward - particularly as they have a reasonable case that they own the IP which is likely to mean the whole thing will likely cost more than you can ever recoup.

So all in all I suspect you're better hammering away at the company you were contracted to and leaving the client alone. It's not necessarily a case of do you have a claim, but where do you have the best claim, and that would seem to be for straight forward breach of contract.

That said, as an aside, have you thought about approaching the client and saying "BTW, I was the guy who actually did that work, would you prefer to contract direct with me in the future and save money?". That would potentially seem to be a win win.

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Thanks for this great post! I'm a freelancer, and I was the only one who contributed to the site. I totally agree with you that I would not claim IP on the site, I would simply use it as leverage if I needed to. Taking the client is a good resolution. –  Tom Sep 5 '11 at 15:58

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