Legal Question in Intellectual Property in New York

I run a game design team and we are currently working on a large project. We informally call ourselves a company but we are not registered in any state.

A person was previously involved with my team, however, we have since assumed that he no longer wishes to work with us because he has stopped responding to emails, attending online meetings, is no longer in contact with us and apparently is ignoring us (although he has never actually stated an intent to leave). He was never formally hired, and there was no employment contract signed between him and me at the time of the meeting.

During the short time that he was with our team, I had given him a very small portion of a game design/planning document for our project during a one-on-one meeting with him (he has never had any access to the rest of it). That portion of the doc does not have any copyright messages on it. In addition, he had contributed a small amount of ideas to the project (only simple concepts and suggestions; no actual tangible work such as music or graphics). Since he has been assumed to have left, we agreed not to use any of his specific ideas or suggestions (they were removed from the entire planning document).

Our fear is that when our project finally ships in the future, he (as well as a few others who were assumed gone long ago due also to stoppage of contact and loss of interest) could come back to "haunt us" -- claim some kind of ownership stake or claim we had stolen some of their ideas. Could they do this, and would their case have any weight?


Asked on 11/28/10, 8:01 am

1 Answer from Attorneys

Your concerns are well justified. There are a number of strategies that should be deployed ASAP to preserve yours and the team's rights, as against these "fallen angles":

First, the team needs to incorporate itself and a vesting schedule put in place. The vesting schedule is critical in keeping the equity to active founders only.

Second, the members who are no longer on the project may need to be given notices, an assessment of the scope of their works needs to be made whether they fall under a work for hire designation.

Third, the team members need to assign to themselves clear corporate roles and responsibilities (ceo, coo, cto etc ) so that there is a person responsible to keep up with corporate governance.

Last, you need to retain an attorney who is familiar with tech and specifically gaming startups.

(I am a member of igda-nyc and NY Gaming meetup)

Roman R. Fichman, Esq.

www.TheLegalist.com │ @TheLegalist

(212) 337 - 9837 Tel

(212) 842 - 5311 Fax

"Nurturing Start-Ups in NYC's Silicon Alley"

Start-Ups * Technology, Internet & New Media * IP & Business Law * M & A * Due Diligence

Disclaimer: This posting has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice. You should always consult an attorney admitted to practice in your jurisdiction for specific advice.

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Answered on 12/03/10, 8:32 am


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