
Ask HN: Shutting Down a Website in a Contract Dispute - dfraser992
Hi,<p><pre><code>  Obviously IANAL and YANAL... but I would like to hear what people might think. The facts are:
</code></pre>
a. I was hired as a contractor to build a website for a non-profit sort of thing, fixed fee, and no discussion of copyright issues. So I have always viewed I owned the copyright and never was going to transfer it anyway - my idea was to open source it eventually.<p>b. I eventually joined the organization as a volunteer Director of IT, but the Managing Director and I have an email trail where we discuss compensation for continued development of large projects. So I was still acting as a contractor for parts of my work. Again, no licensing or copyright questions.<p>c. Another board director, who had been subjecting everyone to workplace bullying, triggered one of volunteers to resign. He also abused the MD so much he resigned. The idea that if everyone resigned, this person might see some sense.<p>That wasn&#x27;t the case. The problem director ended up writing a glowing email thanking all of us and BTW, mentioning that now the website etc was bring ing enough revenue, he could now be paid a salary. We were trying to transition the org to a official non-profit.  So his game plan was clear.<p>d. I shut down the website and have claimed ownership of my code.  He has been threatening to sue for months, saying I was only a volunteer and yadda yadda...<p>e. Yes, shutting down the website is drastic, but I was never going to get the outstanding invoices paid and my view is 
he is trying to steal my code. The contract I was under was &quot;revoked&quot; in some sense - it fell apart so to speak.<p>f. The code could be reused by him on his other websites and &#x2F; or possibly commercialised.<p>Lots of other details, but ... has anyone ever had to deal with such a situation?  thanks
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davismwfl
I have dealt with my fair share of strange and demanding clients as a
consultant. I still have 2 on-going saga's I am dealing with after a year of
my last company being sold.

Copyright can be more tricky then you think. IANAL of course, but unless
stated otherwise my understanding is you as the creator own the copyright to
the works, until you transfer it in written form to the client. This is unless
you have a contract that states different. Also, this get's interesting
because it can also change potentially how the IRS sees the work product and
who should pay taxes on your fees etc. Work for hire vs Employee issues etc.

For the future, never leave something unstated, always clearly state it in
plain english and in writing. Leave no chance of gray area or undefined
ownership or payment terms. Ambiguity leads to nothing but trouble.

For the current situation, it is possible that they have a case against you
for tortuous interference (or something else) if by taking down the site you
affected client's which pay for the service or have a service level
expectation to the company. Essentially, that is saying if you interfered with
the relationship of their clients whom have a service agreement with them then
you could possibly be held liable for damages and/or real losses.

Again, IANAL and you should get one to help answer some questions cause I
think you are on shaky ground here. In the end, never ever shut down or remove
software unless you have spoken with an attorney first, as you can be seen as
damaging a business. It may sound shitty, but your real course of action would
have been to sue them for a lack of payment and maybe seek an injunction
against their using any software which they haven't paid for, but by removing
things, you may have made yourself liable for damages and given them a case
against you. Get an attorney to talk to you, won't cost much to get some
feedback. Likely if they haven't sued yet, they feel they are on shaky ground
for some reason, so you can still probably sort this out and protect yourself.

~~~
dfraser992
thanks. I left a bunch of details out - he claims I was just a volunteer,
there was no contract, etc.... the problem with the lack of payment and
injunction route would be a) he already is dodging a £30k bill for a legal
case he lost and b) he'd never pay a measly £1k and so an injunction etc would
cost more for me, realistically... he is using the legal system to extort me,
IMO

for code that isn't worth much - why he wants it, I can't understand b/c the
old site had a bad UI. Their new site is totally mobile friendly and looks
much better. so this is just being vindictive or he wants the code for re-use

yeah, tortuous interference is what I'm worried about. but the site was never
popular, maybe 20 new members a month at avg £5...

~~~
davismwfl
This is one of those times that it is important to let go of the who is right
and walk away knowing you did right and don't worry about who is right. You
gain nothing but headaches and pain by trying to prove you are right in this
scenario, and to your own point the money isn't large and he is already
ignoring the courts for other factors. So frankly, give him his code and walk
away with a clean conscious.

I am not saying I am any better or immune from the same behavior or thoughts,
but sometimes it helps to have someone with no dog in the fight to just say
seriously, walk away. Which means you can say, hey I did right and regardless
of the situation and stupidity, I can sleep well every night.

The £1k isn't worth your sanity or health stressing out over the what if's,
drop it, give him the code and walk. Does that mean you feed his stupidity and
ego? Maybe, and maybe he even feels vindicated, whatever, moron's exist
everywhere and in every culture. But in the end, you can sleep and move
forward with a clean focus. Do whatever you want, no contract means you can
write whatever you want to compete etc, but don't put yourself in a risky
position over what is in the end a small amount of money, especially when it
could cost you so much more.

Good luck!

~~~
dfraser992
thanks for the support, several friends have said the same thing. The
solicitor said all this is just posturing and only until papers for a claim
are filed with the court does anything begin to matter. The way he attempts to
ratchet up the anxiety and/or guilt tripping while providing an explicit "out"
\- i.e. hand over everything without any further consequences - is very
apparent now. A valid claim, written by a solicitor, would calmly lay out
facts with supporting evidence, establishing a dialogue like you're supposed
to to avoid litigation and begin negotiations -- i.e. not act like a spoiled 2
year old...

The money I am owed is irrelevant - it's more a matter of the constant
bullying and attempts to extort me. If he files a claim based on what he has
said are "the facts", I have the proof needed to show he has knowingly lied to
the court. That alone ought to scupper any case. I guess it is the humiliation
if I ignore this latest deadline that I am sort of concerned about - will his
ego handle it?

------
Mz
Since it was never incorporated as an NPO and you say you never discussed
copyright:

[http://www.nolo.com/legal-encyclopedia/hiring-independent-
co...](http://www.nolo.com/legal-encyclopedia/hiring-independent-contractors-
faq-29072-8.html)

 _Who owns intellectual property created by independent contractors?

When you hire an IC to create a work of authorship such as a computer program,
written work, artwork, musical work, photographs, or multimedia work, you need
to be concerned about copyright ownership.

The copyright laws contain a major trap for unwary hiring companies. The
hiring company will not own the copyright to the IC's work unless it obtains a
written assignment of copyright ownership. An assignment is simply a transfer
of copyright ownership. You should obtain an assignment before the IC starts
work. This assignment should be included in the IC agreement.

There are exceptions to this rule. Certain specially commissioned works by ICs
are considered to be works for hire, to which the hiring company owns the
copyright. However, this rule is not automatic -- you still have to enter into
a written agreement explicitly stating that the work is for hire._

------
PaulHoule
It has not happened to me but I have seen it happen to many others. It will
happen to you sooner or later if you are the "front man" for any kind of
contract web development work.

