
Ask HN: Is it unethical to finish project from a company that never finished it? - casper345
I worked on a mobile application for a project that I was really invested in but after graduating, different developers with different coding beliefs - the project just fell apart. I still love the idea and put so much time into it. Has a lot of potential I think. Can I just complete it on my own. Do I even have an obligation to ask them if I can do it? When is their idea no longer &quot;thiers&quot;. Also did not like the direction they were going with the business.
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blihp
Standard IANAL disclaimer...

When you say 'finish' that implies using code/assets the company owns. Unless
it was produced under a permissive license (I.e. BSD/MIT/GPL) you can't use it
without explicit permission from the copyright owner.

As far as taking the _idea_ and running with it, as long as you didn't enter
into a non-compete/NDA agreement, you're probably fine. There are examples of
this all over the place in business history (with matching lawsuits when they
weren't careful to respect the rights of / agreements with former employers)

~~~
lotyrin
Even under such a license, unless that license and code were furnished to you
as an individual (not working with the code as licensed to the organization
with IP assignment to that organization) you aren't granted the rights
provided in the license, AFAIK.

~~~
blihp
That's a good point: a permissive license doesn't automatically transfer. This
should reinforce the peril using code from an employer... unless you were
granted permission or can otherwise publicly obtain the licensed code, best to
not even have a copy or look at it without explicit permission... it's a legal
minefield.

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Bluestrike2
There are a lot of unknowns with your post, which makes useful feedback
difficult. The answer could range anywhere from "don't worry about it" to
"hammer out an agreement with the other parties first." Are you looking to run
with the concept, or are you hoping to build off of code already written?

In either event, I'd strongly suggest speaking to a qualified attorney before
doing anything. At the very least, you'll want them to review any contracts
you signed, walk you through your possible exposure, and give you some
recommendations for either minimizing or managing it. It's not a cheap move by
any means, but if you genuinely want to move forward with this project, it'll
help you avoid possible long-term problems.

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cimmanom
I see nothing unethical about that, but there are legal considerations.
(Disclaimer: I am not a lawyer and this is not legal advice.)

If you’re using existing code, they may still have a stake in the IP. You may
need to make sure they either license it or turn over ownership to you. In the
latter case you may want to set up an official bill of sale and pay them
something for it, even if it’s only $1 each.

AFAIK there’s no legal ownership of the _idea_ if it hasn’t been patented. But
your options may also be restricted if you signed a contract that includes a
non-compete clause.

~~~
dchichkov
Why do you see nothing unethical about it?

Imagine a software engineer invests half-a-year of full time work, iterating
through product/idea. Paying market rate of that person is $200k/year. A $100k
invested into R&D.

Now you are a VC. A software engineer shares the results of the work
(idea/prototype) with you. It's primarily the _refined idea_ that holds all
that invested value. And then VC just claims - ideas are not protected - it is
perfectly ethical to use ideas for free?

Doesn't it destroy trust? Would such software engineer next time go to the
same VC? How is it not equivalent to stealing $100k worth of someone's work?

~~~
kgwxd
>It is perfectly ethical to use ideas for free?

Unequivocally, yes.

~~~
ukulele
By this logic, it would be ethical for a mega-corporation to take any
technology they like from any individual or small business, without payment,
under any circumstance. That's not the kind of ethics I personally prefer.

~~~
grandmczeb
Copying the code is wrong, but if all they copy is the idea, where’s the
ethical problem? That’s just the nature of competition.

~~~
yebyen
The guy who invented the intermittent windshield wiper, Robert Kearns, made
tens of millions of dollars in court because Ford and Chrysler stole the idea
from him.

And he was able to do this because (TIL)... he had patented the idea more than
half a dozen ways!

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deaps
Unethical, absolutely not, at least in my opinion. Legally speaking - there
are so many variables that are unknown to all of us that we cannot possibly
begin to tell you what your rights are to finish, release, and/or potentially
make a profit off of the finished product.

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jppope
Offer to pay for it. They will either say no worries you can have it, or the
sum will be nominal. Make sure you get it in writing (email).

~~~
dnautics
I love this idea but I wonder what could go wrong.

~~~
Bluestrike2
At worst, they refuse to sell or even negotiate.

The (unknown) exposure is with how the previous project stakeholders might
react to you running with it and turning it into something viable. If they
won't sell when it's worthless, I'd personally take it as a given that they'd
litigate if it ever becomes viable or profitable. Even if you can reasonably
expect to prevail in such a case, it's still a concern.

~~~
dnautics
> If they won't sell when it's worthless, I'd personally take it as a given
> that they'd litigate if it ever becomes viable or profitable

That's a great point and I think that collapsing that uncertainty was the
lingering reason why I loved the idea, that I couldn't quite put the finger
on.

I kind of worry that the worst case scenario is management says ok now, but
later changes mind when it's turns up well, but if it's in writing, then
whatever.

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coreyp_1
Indeed, there are a lot of holes to fill in. The problem is that the IP of the
existing code and assets (graphics/designs) might be contested in court, if
your project is successful enough to make money and therefore makes you a
desireable target.

As a non-lawyer offering non-legal advice, I suggest you rebuild the project
from scratch (using a different language if possible/feasible, as well as
different graphics) so that there can be no question as to whether or not you
used code or graphics for which you do not hold the correct license (in the
case of code) or copyright (in the case of graphics).

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notJim
I'd talk to an employment attorney, or at least make a more detailed posted
/r/legaladvice to see if they think you should talk to one. If you're going to
ask for permission, I would definitely talk to the attorney _before_ doing
that, as tipping your hand may set bad things in motion from the company.

Ethically, I think you're giving them the same or more consideration than
they'd give you. Companies screw over small developers all the time, it's just
business.

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TheOtherHobbes
Others have covered the legalities, but I'd wonder - as a useful question to
ask in general - if it's as good an idea as you think.

A lot of the value of any idea comes the execution - which doesn't mean the
code, it means the marketing, branding, support, networking, customer
acquisition, and reputation-building.

Unless it's a very unusual idea that needs minimal customer interaction - they
exist, but are rare - or something that works solo (games, mostly) you should
budget time and money for all of these.

Many apps are killed by the support process, not the development process. The
app sells, bugs appear, customers get various shades of irritated and angry,
negative reviews are left, and dealing with all of this can turn into a huge
time sink if you're not planning for it. This is even more true of projects
that have a significant server back end.

The app store is full of abandonware left by devs who didn't realise how much
extra work is involved in turning an idea into a reliable income stream.

I'm not saying it can't be done, but I am saying it needs some consideration
before you go ahead and spend time (weeks? months?) on a clean-room rebuild of
everything you've done so far.

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arjunvpaul
Use "the newspaper test". If an article appeared in a local newspaper about
the decision and action you made, and your family and friends read the
article, would you feel good about it? Here is a video of some ol' man
explaining it well -
[https://www.youtube.com/watch?v=wgvBV6kWE54](https://www.youtube.com/watch?v=wgvBV6kWE54)

If you are really invested, have a conversation with the highest decision
making authority you know about what you would like to do and what would be a
fair way for you to continue with this? Tell him you are broke and then offer
him solutions - buyout the codebase for a token sum? future revenue share?
have them invest in you? If the guy/gal is worth his salt this wont be a waste
of time.

You would be surprised and what you can get if you just ask.

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caseysoftware
If you mean "finish it" by picking up the code and continuing development,
that's ugly at best. Someone owns that - you might have a claim! - but you'll
spend more time and money with attorneys than anything to do it right.

If you mean "finish it" by taking the idea and starting fresh, it's probably
competitive so I'd double check that you didn't sign some sort of non-compete
or "won't reuse this information" kind of thing.

Of course, either you could roll with it and see what happens.. no one is
going to pop up to make a claim unless you a) offend them or b) are
successful. And even under (a), it's unlikely they'll hire an attorney to
cause you angst.

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saluki
Contact an attorney for advice.

But it sounds like you should just take the idea, and start building code from
scratch, pick a new name, domain, etc. Just don't use any code/assets from the
original project.

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sjg007
The idea is not theirs per se but any code or digital and physical assets may
be. If you need those assets ask them for a release. If there are patents that
you can't work around then ask for a license. If you don't want a release,
make sure your NDA has expired and don't use or look at the old code in
question. You may want to hire a third party to write the code clean for you
too. Or proceed as you wish and if you are later successful expect a
lawsuit/settlement. Consider that the idea tax.

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rmena123
Look failed things happen all the time, no one is going back to each other and
asking permission to continue. Do it! Now don't go off and use the same exact
code of the project, start fresh and try to change things up. Good Luck!

And I think another important thing is, be sure you are not apart of the
project anymore in anyway. No more being paid from them or working with them
sometimes. Be sure you create the business paperwork setup for yourself. Start
fresh!

If you need help in anyway, let me know, I'm a nobody fyi. haha

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apo
What documents did you sign prior to working on the app?

The main thing to avoid is intellectual property (trademark, copyright,
patent, and nondisclosure) infringement.

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orev
Assuming USA and that you had a standard work for hire agreement, then no, you
cannot sell it as your own without getting a release and probably having to
pay back whatever salary you received when working on it. The work/code you
produced belongs to whoever paid for it. You could rewrite from scratch if you
wanted to though.

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megaman8
People don't get in trouble for doing unethical things. they get in trouble
for breaking the rules or doing illegal stuff. what you really need to know
is, is it legal? or will it have a negative public relations impact? those are
the questions you should be asking.

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swalsh
No one owns ideas, you might have signed a non-compete... but those aren't
usually enforcable depending on what your position is.

If you take the code, that's unethical. They paid you to write the code, so
they own that. But you're free to do whatever you want.

~~~
henryfjordan
Intellectual Property is literally ideas you can own. Patents, Copyrights,
etc.

~~~
radley
No, IP is in how you specifically execute those ideas. Patents cover processes
and copyright is for expression.

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pecg
If you are really attached to such idea and would love to work on it, your
best bet is to reimplement it on your own, with a new code base. That is if
you didn't sign a NDA.

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acomjean
>I worked on a mobile application for a project that I was really invested in
but after graduating,

sounds like a college project. You should ask them. if not you can start over.
nobody owns the idea.

IANAL

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incadenza
It’s impossible to know whether you’re legally liable without more details on
the arrangements made.

Ethically speaking, why not ask them?

~~~
fernandopj
Because, from the former employer perspective, there's no reason to say "yes",
and every reason to say "no". There's nothing to gain by saying "yes". So this
ethical argument about politely asking for a blessing is, IMHO, severely
discouraged if you consider an incentives perspective. He runs the risk of
having his project "shut down" or discouraged immediately not for
"legal/ethical" reasons, but just by this company protecting IP/future
interests, which are not shared with the developer. Again, IMHO: talk to a
lawyer and check risks, don't reuse code or assets, and don't disclose to
former company OR colleagues you're pursuing this idea.

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maxxxxx
Definitely don't take any of their code. I am not sure what the legal
situation is for the idea as such.

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fouc
Did you get paid to work on it? Is there a non-compete?

Can you delete all the code, and start from scratch?

