What are my rights regarding IP (in UK) when there was no written contract and business never paid fully for the code

Question

Hope you will be able to help me here. I do not really know if this is the correct place to ask such questions.

In 2014 I started to work for a certain company – the setup was that I was hired by my own small LTD company and I essentially hired myself out to code for them. There was never any written contract – I would do my job, month in month out and then send them an invoice at the end of the month which would then get paid. Invoice would be raised by my own company and then I would pay myself a wage through it.

To cut a very long story short I agreed a lower rate for my work to get a cut of sales down the line. The promise was that once my product / code starts to earn for itself I would be rewarded with a percentage of the actual profit. I worked like that for 6 years where my code earned the company considerable amount of money, but I never got anything back for it. Nothing extra as promised.

I know how this might sound, that suddenly I am unhappy with the deal and I want to see what I can get. Nothing further from the truth – I worked for a fraction of what any coder in my place would consider to be fair and instead of earning good money I am left with credit card bills because there was never enough to even pay for basics. I thought that was my investment into product (and I was led to believe that) where instead I have been used. I am ashamed of this to be honest, as I allowed myself to be played. I should probably mention that the owner of said company was a distant family member.

Like I mentioned before there was never any contract on paper between me and said company. I provided the code; they paid my one monthly invoice and that was it. After 6 years I left and started to work somewhere else.

I never signed any rights over, I never given anyone written paper / statement saying that I am releasing my ownership of the software. There were others that worked on the software with me in later years but the ‘core’ was always mine.

My questions regarding the above:

1. I know that the company continues to use my code and charge for it, I also know that they are building new software based on my code – can I do anything about it? Can I get compensated for it for sell my rights to them / and if they refuse go the court case route? Would it even be worth the effort?
2. Is there anything I can do the recoup the costs of the development and the work I’ve done for the company over the mentioned 6 years?
3. What do I need to have to provide a proof of ownership? I had to transfer some of my git repos when I was leaving but I have copies of them. I also have all work emails for the past 6 years that have a lot of the proof in them that I did the work. Would that suffice? Bottom line: is it worth it? Does anyone have an experience with such things and can tell me that I am for example wasting my life and should just move on (count my loses and so on).

Thank you for any help!

Answer 1

I know this gets said a lot, but you do have to speak to a lawyer.

In my very limited personal experience, you may be able to prove that you have the copyright to your own work, given you've got the repos and emails, and the person who has to have paid you will probably have trouble proving he did it himself.

Whether and how that would translate into getting a share is, however, a legal matter and far from clear to me. I have had similar discussions, but previously resolved them "amicably", i.e. by getting paid fairly for my work.

The fact that you were paid via an Ltd. may indeed be relevant here, since as far as I know, the law is different whether you're an employee or working as a contractor.

Since you're saying the pay "did not cover the basics", it may also be an option to claim that your employer actually should have employed you properly - if you did not take any other work, worked regular hours and you worked under their instruction - which may result in some payoff. It could at least cause your "employer" enough legal trouble ( as the government may want taxes etc. ) that you have something to negotiate with.

I would personally attempt to do just that - get together enough information to not simply be blown off, then try to make a deal. You probably aren't in the situation to finance and go through a long, drawn out legal battle.

Answer 2

The short, realistic, real-world, bottom line is:

there's just nothing you can do.

As others have said, ask a solicitor. But, after you briefly outline the situation, the reply will be:

"Realistically there's literally nothing you can do. To start legal investigations and proceedings will cost some £10,000 merely to get started."

By all means spend a couple hundred quid on "asking a solicitor". Unfortunately that's going to be the outcome.

Specifically:

1. I know that the company continues to use my code and charge for it, I also know that they are building new software based on my code – can I do anything about it?

It is all but impossible. One of the few ways you can do this is (a) secure a patent on the system/product in question and (b) pursue patent action against them.

2. Is there anything I can do the recoup the costs .. over the 6 years?

The sad answer is simply literally No. You hear the advice a million times, but you can only learn in a big way from the experience. Never, ever ever let this happen to yourself again. :/

3. What do I need to have to provide a proof of ownership?

The situation is probably worse than you think...

Say you had every imaginable form of proof of ownership. Say you had contracts and written and videoed testimonies from all the owners of the company, stating that you were the "owner"!

What could you do? Nothing.

Answer 3

It appears that under UK copyright law, since you were not an employee of the customer, the work belongs to your company.

However, the customer has paid your company for the code, so it would be reasonable to conclude that they have a licence to use it. Otherwise, what have they paid you for?

So I don't see how you can stop them using your code. You could try selling the code to someone else, if it's worth anything. But I suspect it may be very special-purpose.

Unless you can prove that there was an agreement for them to pay you an ongoing fee to use the software, it's not clear how you can pursue that one.