Intellectual Property Law
Intellectual Property Law Questions? Ask a Lawyer
Thank you for your question. Please allow me to assist you with your concerns.To ensure that I do not miss anything, I will go line by line with my responses to you.You posted:My business partner and I made a verbal agreement that we split the revenues of all of our educational creative works as follows, 35% to each of us and 30% back into the company. I assisted her in her query letter and found the publisher for the submission of her child's book to Scholastics. We were developing ideas for conservation products and she was illustrating pictures for my conservation chapter book. Now, she wants to take the children's book "off the table" and separate it from the business. I do not know if she has heard back from scholastics or not. And because we disagree on this, she no longer wants to participate in the business and is requiring that I cannot use any of the images for my book. I'm starting at square one with my chapter book, with lost time and money. She really cannot do that in this instance. If you are part of a business, specifically a business that you incorporated, you both owe a fiduciary duty to each other and the business to ensure that the decisions made are for the benefit of the entity. Not granting you the ability to do what was promised is a potential fiduciary duty breach. Having said that, if this entity was never formally incorporated, that makes it far tougher for you to prove a duty existed as there is nothing in writing denoting such obligations. Then you would need to prove that this duty existed by outside writings such as emails or other notices that show that a partnership took place.My question is, am I entitled to any of the proceeds from her children's book based on our verbal agreement and my assistance with her query and submission.An oral agreement, while valid and legal, is generally not binding unless you can prove it took place. If you cannot, she is under no duty to share her profits with you. That is what this comes down to, if you can prove an agreement existed your claim becomes stronger. But if you cannot, you end up in a position where the other party is free to take out their sole property and utilize it as they see fit.And last, she is saying that I cannot utilize some of the ideas that we came up for my future business purpose? Even though, I had a company already designed for conservation for children? From my understanding, "ideas" cannot be copyrighted? Ideas can be copyrighted. An 'idea', if mutually created, becomes he intellectual property of both. It means that both of you are free to utilize the idea as you see fit, with the obligation to compensate the other for the use. If you end up using ideas you both came up with, she could seek an injunction and punitive damages for infringement on her ideas. But if the ownership is not clearly delineated and known, both are free to use the idea so long as credit is given to the other party.Good luck.
Stephanie,Thank you for your follow-up. In your other thread you posted:Thank you for your reply. I'd like to include an email for your review. In that email, did I give up any of my rights to our creative works.How can I do that? ----------------------------You can simply copy and paste but please know that I am not your attorney and while I can evaluate the information, I cannot advise you beyond general facts. Please be aware that you did not answer whether or not you were an employee or not--if you were an employee, then the company owns your work. My answer would differ if you were an independent contractor or if you were a partner who brought in those items as part of your equity infusion into the company. Otherwise, if you are on the proverbial time clock, whatever you create for the benefit of the employer is owned by the employer regardless of your future or subsequent wishes unless a contract existed stating to the contrary.Good luck.
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