Reusing code from now non-existent company

Question

I did some work on my personal laptop for a company that went into liquidation. I have a copy of the code and the company's server's etc. got formatted and sold as hardware to pay us off. The code can be quite useful and the liquidators can't be bothered recovering value from it. Do I get to keep it?

I have started recoding some of it and putting it in OSS already, simply because I wanted to learn some new techonologies and apply it to the process. Other work involves modifications to an Open Source project that the company packaged up as a product. In my new job I will be using the same project in a different context, can I reuse some of my code if the opportunity arises?

Answer 1

Just because the company that originally owned it no longer exists doesn't mean the code magically doesn't belong to anyone. You will need to carefully examine the details of the liquidation to determine who now owns the copyrights from the former company.

What you are talking about is the physical copies, but you are not concerned with those, you need to think in terms of the right to copy, and by the sounds of it, that belongs to the liquidators.

If the right to copy was transferred to the liquidators, you will need to obtain license or transfer of copyright from them, of from whomever they have since transferred ownership to.

Without such license, even if the current owner has abandoned the work in every reasonable sense, there is no instrument by which the work can transfer into the public domain except the expiration of the copyright (which lasts for many decades).

Answer 2

IANAL but I would say no. There might be some argument for "abandoned property" but I think you would be best served by not doing anything with the code.

Answer 3

IANAL either, but there's no way that copyrights just vanish like this - somebody comes out of the liquidation owning them. At the moment, it's most likely the liquidation company - but just because they "can't be bothered" doesn't mean they don't have an interest and you can ignore their rights. If every company that didn't respond to a request for clarification could be assumed to be "uninterested" and have their copyrights voided, there would be quite a bit of trouble.

Talk to a lawyer if you want to know about your likelihood of being sued as a result of using the code without permission, but I'd put it somewhere above "not negligible", and especially (though not exclusively) if you're considering selling a derivative work, that's a dangerous place to be.

You could approach the liquidation company and ask them to purchase those rights out of liquidation, though - all the assets of the company, including intellectual assets - are up for sale, and you're just as eligible a buyer as anybody else. If it has value, make an offer on it, and then the question is resolved.

Answer 4

IANAL, but "having the only copy" and "owning the software" are completely different things. The entire point of a liquidation is to reassign assets to other parties, and from the outside, it's a hazy thing at best.

Your only SAFE bet would be to examine the license of the software - if it's licensed under conditions that permit derivative/attributed works, as one of the last licensed users of that software, you are probably okay to use it as you would ideally comply with that license and you obtained the software through legal means.

However, if you just happened to dump everything off of the server, or if you got a copy of it through means other than explicit permission or by specific job duties, you shouldn't use it.

Also, as I understand it, "having the software" is still illegal if you are not licensed to use it - even if you are not using it (someone correct me if I'm wrong, please). That said, there are generally more lenient rules regarding educational use of software while staying strictly within the not-for-profit realm, but again, that would need to be explicitly stated within the license.

Answer 5

Let me preface this with: I am not advising you in accordance with law.

This is less a legal question, and more a practical one. The laws on the subject are obtuse, confusing, and may or may not apply. If you're more worried about that, ask a business lawyer. What I think you're really looking for is friendly, practical advice.

The company no longer exists. If the software was a product they sold, then I would assume a user base exists, and some company down the line might be interested in taking over support. In that case, I'd say don't use the code for anything. But if, like me, you end up doing most of your work on internal software; something that was only used inside the company... I say go for it.

Frankly if the liquidators don't think the software's worth considering, and the company has gone bellyup, no one's going to remember or care enough to notice that some code you contributed to an opensource project is the same code that may or may not have existed in that defunct company's software. Honestly, it boils down to: "Who's going to know?" In the situation described, the chances of anyone still having a copy of the software, let alone recognizing the code is minute. I'm not saying it can't happen; I'm not saying it won't happen. I'm saying the chances seems small. And I see no reason not to reuse good, useful code.

That's my $.02.

Answer 6

I'm not a lawyer, this isn't legal advice, etc.

Anyway, if you wrote this code under a contract that did not explicitly transfer ownership to the company you contracted with, you own the code and can do whatever you please with it. If you wrote the code on your own time, you also own it.

Answer 7

I wonder how much you would have to pay the liquidators to sign a statement saying (1) they acquired the company's assets, (2) they did not sell the rights to anyone, and have no interest in them, although (3) they make no particular claim that the company had any particular rights at the time of liquidation. If you can demonstrate a reasonable belief that the company did not sell the rights to anyone else prior to liquidation, such a letter should put you in the clear against any punitive damages if someone should emerge with a copyright claim.

Answer 8

I am not a lawyer, etc.

But I just want to add one thing to what others have already said. Even if the liquidators said that they have interest in the code and want to give it to you (basically that they won't sue you if you work on it), just don't take their word for it. Get it in writing. Otherwise, you can be sure that if your project becomes successful, they'll go after you and try to sue you.