Same deal when you buy anything. Car, house, whatever. Get it in writing, in the contract.
--Ken
Ken is right (as usual!). I am currently involved in a duel to the death intellectual property lawsuit.
The other side says they own it. I say they sold it to a company that has now gone defunct. The crux of the matter is that is a company goes defunct without explicitly divesting itself or assigning its intellectual property, you've got a strong case that it has fallen into the public domain. Companies don't have statutory heirs like authors do.
So, enter the sales contract. The contract conveyed the intellectual property for a certain number of shares of stock in the company. I know the shares were conveyed. Offer, acceptance, execution - the contract is a done tom turkey. Especially since it had one of those 'this contract is the deal, the whole deal, and nothing but the deal' clauses.
I also know, off the record and off the books, that they had a side deal for cash. I also know that the company reniged on the side deal.
So, my opponent is saying the other side defaulted on the contract and so the intellectual property returns to them.
No can do . . . . is my argument. You signed the contract. You took the stock. They got the IP. They didn't pay you the off-the-books tribute. They went out of business. Too bad . . . so sad.
The primary tenet of contract law is the 'four-corners doctrine.' That means that unless the contract is ambiguous, that the only thing that counts in court is what is contained in the 'four-corners' of the document.
Outside evidence, called parol evidence, is not favored unless the contract is ambigiously worded. Contract language is interpreted by the 'plain language' doctrine meaning you give words their most common meaning, not the meaning you thought they had.
The PA contract is slimy and goes right up to the edge. However, in general, they live up to the four corners of the document.
An interesting legal analysis would be if there was 'fraud in the inducement' or 'fraud in the execution' of the contract. Two nifty legal concepts worth discussing. But, not until I've had my morning tea.
Bottom line, the bright shiny website and all the veiled promises have nothing to do with the contract. . . .