Legal Help and questions

bigmack83 · 04-17-2008, 09:54 PM

I have looked on the net and was unable to find a place where I could get some questions answered about the website i am making.

Basically me and a few others are in the process of starting our own company, and part of my portion is the website. Well the main owner has decided to kick one of the people out, long story, and has gotten to the point that I am unsure if i want to continue doing business with him. My question is if i decide to stop my working with him where would this leave the website? The site is on a server where I pay the monthly fee to keep it up, but he purchased the domain name under his business name. I have no problem giving him back his domain but the content itself i spent a lot of time creating and designing myself. If I am hosting it can he take claim to the content or would it be classified as being mine? there is some content that does show the name of the company/website even though I designed it. If he owns "my business name" does he still own "mybusinessname.com" content if I designed it?

Currently the business is in the startup stages and even though he own the name to the company (LLP) we have not signed a contract, we all have been willing to put in our own time because the business has not made enough cashflow yet to pay everybody. I am not the partner in the LLP but one of the others that are just trying to help get the business started so we could make enough money to pay ourselves.

Anyways i wasnt sure where I could get some answers for this. I dont exactly have the money yet to get a lawyer at the moment but may need to if I decide not to do business with him. I can walk out of the company anytime since there was no contract but i just wanted to know where the content of the site would be at if he wants to try and take it from me and I built the whole thing myself.

Well any responses either answers or links to help would be greatly appreciated. and because laws are different depending on location, I am based out of Sacramento, Ca in the USA

corneo · 04-18-2008, 02:52 AM

What are you using to make him the "main owner?" He owns the name, you own the server and content. Seems to me your the "main owner." This is a partnership program.

Really this seems like friends who got together to make something work and it's not working out.

If you own the rights to the server, you have the rights to the content. Personally, I would change passwords and keep everybody out. There's nothing anybody an do about it. You own it.

bigmack83 · 04-18-2008, 03:01 AM

He owns the name of the company through an LLP with one of the other partners ( 2 in the actual partnership). I was brought in as a means to do the website and more later on once a store opened up (if at all now). He physically purchased the domain name and since i already had a server hosting my site i hosted his and pointed his domain to my server. What im wondering is if some of that content has the name of the company on it can he take that specific content, and the domain name is his business name with a .com slapped on the end (not to mention he purchased the domain).

When I said the "Main Owner" i was referring to the business itself not the site. I just didnt know if he could try and take it from me since say a logo or banner says the business name

corneo · 04-18-2008, 03:14 AM

From what I am reading you own the content. He owns a name. There's no contract, no lic agreement, nothing else.

This is really sounding more like he's taking advantage of your work. If you haven't been paid, there is no paperwork between you two, just verbal words. Then you own everything but the name. Change the name of the site and he's out.

Just because his site name is on things means nothing. If he complains, tell him you are repossessing work for unpaid labor.

Sean@WMS · 04-19-2008, 11:02 PM

Quote:

Originally Posted by bigmack83

I have looked on the net and was unable to find a place where I could get some questions answered about the website i am making. . . .

Sticky situation.

Were you ever paid for the development that you believe you own? If so, you probably don't own it, esp. if you were paid as a contractor.

You don't own the domain name, so as you are in a potentially adversarial realtionship now, you probably can't do squat about that.

The fact that you are covering the hosting seems irrelevant to me. If you don't want to pay for the hosting anymore, don't. What is your obligation as you said you signed no contract? Hosting is its own service. It shouldn't have anything to do with ownership of content either way.

RE: "If he owns "my business name" does he still own "mybusinessname.com" content if I designed it?"

Whoever owns the DBA, owns that, and whoever owns the domain name owns that. This has little or nothing to do with the site content as long as you weren't contracted and paid to develop it. And DBA's and Domain Names are not the same thing.

As you are not partner to the LLP, you are pretty much SOL on the DBA.

RE: "i just wanted to know where the content of the site would be at if he wants to try and take it from me and I built the whole thing myself"

Well, here's the rub: if he or anyone else has any access to those source files via FTP, FrontPage Exctensions, or even search engine cache, they've got your content. Only thing you could do then is challenge them in court.

I'm sorry, but it seems to me you need to have a little "tough love" upbranding here:

You really should have secured a contract, esp. as you are not a partner. You really have no cards to play now except for shutting down the hosting, for which you could possibly be held liable, unless there are some terms agreed upon here -- like at least a payment arrangement that stipulates payment terms such that you can shut down the site for non-payment of hosting service. But even then, unless your adversary is an idiot, he's probably alrady got all off the source code.

bigmack83 · 04-19-2008, 11:32 PM

as with the DBA, he own it. if i seperate im not interested in keeping it. the domain name itself he purchased it and registered it. I already had my own domain with a site and agreed to host that domain on my server that I was already paying for. He does not have an ftp account and the only content he had is what he would have from downloading the site pages. I have never been paid for any services for designing the page.

We agreed that I would host and build the site and that once/if the business made the money to be able to do so. No contract was signed. In all honesty i would rather give him the content that have to go to court, i just dont want him to be able to get what was mine already, which i wouldnt think he would be able to anyways.

as with the remark of him owning my business name, i meant that as his dba name. I personally own my business name as a sole proprietor. I should have said HIS business name. He owns his DBA and the domain was basically hisDBAname.com . and hisDBAname.com he did purchase with his money (its just hosted on my server)

edit: and as for search engine content the site has not yet been submitted to any engine and has not even officially been set as done or fully functional

Sean@WMS · 04-21-2008, 10:40 PM

Quote:

Originally Posted by bigmack83

as with the DBA, he own it. if i seperate im not interested in keeping it. the domain name itself he purchased it and registered it. I already had my own domain with a site and agreed to host that domain on my server that I was already paying for. He does not have an ftp account and the only content he had is what he would have from downloading the site pages. I have never been paid for any services for designing the page.

We agreed that I would host and build the site and that once/if the business made the money to be able to do so. No contract was signed. In all honesty i would rather give him the content that have to go to court, i just dont want him to be able to get what was mine already, which i wouldnt think he would be able to anyways.

as with the remark of him owning my business name, i meant that as his dba name. I personally own my business name as a sole proprietor. I should have said HIS business name. He owns his DBA and the domain was basically hisDBAname.com . and hisDBAname.com he did purchase with his money (its just hosted on my server)

edit: and as for search engine content the site has not yet been submitted to any engine and has not even officially been set as done or fully functional

Ok. Please try to help me refocus this into items that action can be taken on.

Here's what I understand at this point:

1) You don't own the domain name

2) You don't have any ownership in the DBA

3) You are hosting this site on your own server, but don't have any payment arrangement for that service

4) You were not paid to develop any of the design, concept, functionality, or content, and you have no contract to stipulate the terms of payment even on a "sweat equity" agreement

5) You really aren't 100% sure he doesn't already have the content you are trying to protect, but you think he probably doesn't have it.

Quote:

In all honesty i would rather give him the content that have to go to court, i just dont want him to be able to get what was mine already

I hear you . . . but what, exactly, do you belive is "mine already"?

I'm happy to help, but need to have seriously clarity on this whole thing. Mostly, I think you are SOL, but there might me something here for you to hold on to.

fishic · 04-27-2008, 06:52 PM

It's not really that complicated. Any images such as buttons, tables logos, etc. are YOUR intellectual property, as well as the overall design of the site as a whole.
You are essentially a contractor, and have the option to assert a lean to recover your fees.
If he uses your property by lifting the source and, images thats even better for your case.
You have leverage here, but I would give him plenty of rope to hang himself with.

L3gal · 06-27-2008, 08:09 PM

From what I gather it could be seen that you were doing the work for the company as a contractor and not as an co-owner. You could either request payment for your work, but it would be difficult to claim ownership of your work since you started it with the intent of it being used for this website.

You could also sell him the rights to solely use your design while you retain the rights to resell, etc.

fishic · 06-27-2008, 08:42 PM

Quote:

Originally Posted by L3gal

it would be difficult to claim ownership of your work since you started it with the intent of it being used for this website.

Intent in civil law? No way.

Here is a great site, and a great orginization to answer anyones questions about laws concerning web design, and help protect you in the future. http://www.gag.org/dear_mark/dear_mark.php

The bottom line here is if you build it you own it until it's paid for.

**ScriptMan** · 04-28-2008, 04:09 PM

Quote:

RE: "i just wanted to know where the content of the site would be at if he wants to try and take it from me and I built the whole thing myself"

Maybe I am reading this wrong, for sure different than everyone else. My take is you had content before you added his domain as as an addon or or as a directory and you want to protect that!

If I have it right, he has no claim on any content created before you started on this project and it sounds like very little legal claim to most that came after.

Please tell me if I read your post correctly.

**3ncryptabl3_lick** · 05-02-2008, 01:01 PM

Moving this the V7N Legal Department