Legal Question in Intellectual Property in Arizona

engineering concepts from dissolved corporation

The corporation I worked for ceased operations in October. Leased property abandoned, no bank account, no mailing address, no business activity. There were vendors that did not get paid however, to date the corporation has not filed for bankruptcy protection.

I was involved in development of engineering concepts for prospective customers, including written proposals.

Since the corporation is not operating, I would like to start my own company and pursue these opportunities.

Do they still have a claim to the intellectual property (engineering concepts)? Do their creditors have a claim to the intellectual property?

Asked on 4/03/03, 4:17 pm

2 Answers from Attorneys

Patrick Tracy Patrick J. Tracy, Esq, P.E.,

Re: engineering concepts from dissolved corporation

I am not a member of the Arizona bar. Thus I can only speak in general terms. Any asset of the corporation can be seized by a creditor. It depends on whether the creditor is secured or not to determine priority. If you had an employment agreement or corporate manual of employment would determine whether you or the corporation owns any IP which you created for them. Contact an Arizona attorney experienced in Corporate law who can advise you further in this matter.

Good Luck!!!

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Answered on 4/03/03, 5:30 pm

Bruce Burdick Burdick Law Firm

Re: engineering concepts from dissolved corporation

I also am not an AZ attorney. In IL or MO or TX where I am licensed, this would pose a real legal risk because it sounds like you are proposing to misappropriate trade secrets of the company because it is dissolving. The courts view this as a sort of "looting", since you are proposing to take something belonging to the company without paying for it and that makes you at risk should your actions be challenged. When you start trying to steal customers, you are likely to be noticed and confronted by others who want those same customers.

So, I am not saying you cannot do what you propose and get away with it. I am saying you need to realize it is improper under the law and you are taking a real risk, which is increased by the high profile activity of trying to steal customers.

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Answered on 4/04/03, 12:52 am

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