Legal Question in Intellectual Property in Illinois

Joint Website Development Copyright Issue

My firm was hired to build a website. We created the content and graphics and sub-contracted the programming to a third party. Client was aware of the arrangement, and paid my firm as the main ''contractor.'' Programmer built the site using high-level code and hosted it on their own server. Client now wishes to move their site to a new host and new server. However, sub-contractor will not provide the source code unless she receives a substantial extra payment. Without the source code, the site will not function in any usable way. No ''work for hire'' or other agreements were ever signed and little actual written paperwork exists. The programmer is claiming that the code is proprietary. The end result is that the client must either pay the sub-contractor her demanded fee (which was never previously discussed) or lose their website. Does my firm, as a co-developer of this site, have any legal right to force our sub-contractor to release the code to our client, or at least provide a licence for our client to be able to use it for their own purposes as intended? Is there any legal action that our client or we can take against this programmer? We feel the site is being held hostage and that we must pay an arbitrarily selected ransom.


Asked on 8/15/05, 10:46 pm

1 Answer from Attorneys
Donald R. Simon The EIP group

Re: Joint Website Development Copyright Issue

This is a classic "work-for-hire" pitfall. I sounds like the subcontractor is upset that the client no longer needs the their server. Anyway, unfortunately, there is no way for the client or you to "force" the sub to give up the code. Without a work-for-hire agreement, the sub retains their ownership interest in the copyright of the code they developed. Emphasis on the words "they developed." All that aside, it is just plain bad business practices for the sub to hold the site ransom like this. The sub risks putting his/her reputation and future business at risk by doing this. He/she may get the putation as someone that is hard to work. You should remind the sub of that. Also, get a work for hire agreement in place to avoid situations like this...

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Answered on 8/16/05, 6:51 am


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