Legal Question in Intellectual Property in Pennsylvania

Source Code

Five years ago a friend and I started a company with the idea to create a computer game. The company is an S-corp with each of us owning 50% of the company. We did and have shipped two titles. We have both received money from the company, but the company has no employees. We work in our free time with a team of volunteers. We have had a falling out recently and are going to part ways. I am the programmer and I wrote all of the computer source code for the game. No one else has written any source code. I have all of the source code. There was never a contract or an agreement about what to do with the source code. My question is does the company own the source code or do I? What rights do each of us have regarding the source code? If I own the source code, can I continue making games with it? Obviously the source code has great value, because with it you can continue making games and without it, you would have to start over from scratch.

If the subject of ownership is a gray area, what can I do to make sure that the ownership is mine alone.

Thank you for your reply.


Asked on 9/28/06, 11:42 am

1 Answer from Attorneys
Daniel Pepper Pepper Law Group, LLC

Re: Source Code

In general, if the source code was developed after the corporation was formed, and the applicable corporate docments were maintained, the source code would be owned by the corporation. However, how is your friend "parting ways?" Does the company intend to purchase his shares of the company (assuming he was a partial owner)? Does he wish to be compensated in any way? Is he suggesting that the source code is owned, at least in part, by him?

Feel free to contact me directly to discuss further.

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Answered on 9/28/06, 11:50 am


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