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Rewriting a Software Product After Quitting a Job?
hi_caramba_2008 writes "We are a bunch of good friends at a large software company. The product we work on is under-budgeted and over-hyped by the sales drones. The code quality sucks, and management keeps pulling in different direction. Discussing this among ourselves, we talked about leaving the company and rebuilding the code from scratch over a few months. We are not taking any code with us. We are not taking customer lists (we probably will aim at different customers anyway). The code architecture will also be different — hosted vs. stand-alone, different modules and APIs. But at the feature level, we will imitate this product. Can we be sued for IP infringement, theft, or whatever? Are workers allowed to imitate the product they were working on? We know we have to deal with the non-compete clause in our employment contracts, but in our state this clause has been very difficult to enforce. We are more concerned with other IP legal aspects."
Even if it were safe, I'd expect there would be a lawsuit no matter what. I'm sure there's a ton of other programmers out there who have similar thoughts. As companies grow older, they seem to become more and more stymied by a PHB than driven intellectually by those who first made it's growth possible. Just make sure your starting group retains some council - and be sure to file as an LLC, also.
Why can't all fpga/microcontroller manufacturers just release free optimizing compilers???
You could save the money on a lawyer.
You'll likely get sued regardless of whether they have a case or not. If you have the money to fight it, it will drag on for some time.
If you ever need to raise money, no VC will invest in your company if they know you have a potential legal liability.
Depending on the nature of the software (more likely to happen if its expensive / low volume), your previous company may try to harass your customers too.
It sucks, but its the nature of the game. Unless the current company that you work for isn't willing to do anything quasi-legal to preserve their business.
Enterprise Liability.
Yeah, I had a sig once; I got bored of it.
I know people who have lost outrageous suits because they failed to show up in court. I'm sure these suits would have been tossed out had they showed up because two of the people (5 where sued) had their lawyers who had it tossed in no time. 2 of the remaining 3 got lawyers and had their judgment overturned on appeals citing something about not being served notice properly and the last one doesn't want to spend the money because he got busted for some felony and will spend most of his life in prison.
In some areas, you have to show more then in others and the lawyers know what the minimum is and sometimes refuse to file (it makes them look bad). But once the case is filed, it doesn't disappear until some action is taken on it. The judge can't or doesn't throw something out without a request. IF no one requests it to be tossed out, then he can rule that there was no standing or whatever.
Disclaimer: I am not a lawyer and this is not legal advice. So, yeah, get a really good lawyer and get some good legal advice before you do anything.
Over the past 10 years, I have served as an expert witness in a number of IP-related software lawsuits, many of which have a fact pattern pretty much identical with what you've laid out.
Yes, they can sue you on (at least) two different grounds: copyright violation and theft of trade secrets.
The case Computer Associates v. Altai established the concept of non-literal copyright infringement of source code. Even if you rewrote the program from scratch in another programming language, the AFC ("abstraction, filtration, comparison") test could be used to find similarities, and your (former) employer could argue copyright infringement, not just on source code grounds, but on architecture, design, database schemata, and data file structure.
Even if you go one step farther and use a "clean room reverse engineering" effort to rewrite the code, you could still be sued (and lose) for theft of trade secrets. Your employer would need to identify those trade secrets, show what steps it took to protect its trade secrets (typically such actions as IP and/or confidentiality agreements, some measures of physical and electronic security, etc.), and argue for the value of those trade secrets. You would have to show that those "trade secrets" can be documented outside of their history at the company you're leaving.
Note that if any one of your group of "good friends" is seen as having a significant position in your large software company, they can also try to come after you for "breach of fiduciary duty".
In any case, they might well name each of you individually as defendants along with whatever new company you set up to develop this software.
In short, there are major risks to what you are describing and not a lot of upside without an explicit release. It can be done, and done successfully, but lawsuits are expensive. ..bruce..
Bruce F. Webster (brucefwebster.com)
You have to be careful because unless you really understand how the laws work, you can get into trouble for just following advice even from a lawyer. For example there's something known as "piercing the corporate veil" which gets around setting up fictitious corps for the purpose of insulating another entity. In order to do this, one must prove that the corporation in question does not act as a corporation should (have a board, have a corporate account and books, have records of board meetings, etc).
Also keep in mind that lawyers often operate as partnerships so they too are businesses. Their duty as an agent is to of course act in your best interest but as a business they're hired to "win". So of course they might say that you can do such and such but it all depends on how good of a lawyer they are and how well their experience or advice will hold up against the competition's lawyers.
Sure, you should speak to a lawyer but if you really want to play dirty you'd better take a business law class and understand the rules of the game yourself. To do otherwise is just like walking through a gauntlet blind.
This advice is for the OP. You, the parent, may have had experience with this already and know what you're doing to get away with it.
Fixing this doesn't even require changing any actual code, since everything on the way supports Unicode well.
Steps required: convert existing comment data to UTF-8 (ok, that's a delicate one considering the size of the table), make Apache use UTF-8 as well, and possibly fix some filters.
Using an ancient charset like 8859-1 in this millenium is nothing but retarded.
The creatures outside looked from Alt-Right to Antifa; but already it was impossible to say which was which.
Oh - you can write non-ascii characters, but you will have to write the character entities yourself:
"Räksmörgås."
If builders built buildings the way programmers wrote programs, then the first woodpecker would destroy civilization.
Contemplate four things:
(1) The "Law." Does it favor you?
(2) The "Facts" Will you be able to prove that the law is what you think it is?
(3) The "Legal War Chest" Can you afford to prove "the facts?"
(4) The "House Lawyer" Can you afford a house lawyer?
If you act on your contemplations, you DEFINITELY need a lawyer. You must assume that your former employer will go after you (if you have a dime) and you must prepare for that. You'll need to be extra-careful about documenting code-origins. Every act that your company takes probably ought to be vetted. You may want to 'chinese-wall' some code development from others. Lots to think about.
You are entering the realm of the blood-sucking lawyers, as the man from Jurassic Park said.
"If they can't take two blocks of code and say "he stole this" they have nothing"
WRONG.
REPEAT AFTER ME: NEVER TAKE LEGAL ADVICE FROM SLASHDOT; NEVER TAKE LEGAL ADVICE FROM SLASHDOT
There are four problem areas that you might face:
1.) contract law - your non-compete - you will be sued on this as an example to the others
2.) trademark law - (or more accurately, trade dress - look it up on wikipedia) - if you copy the look and feel of their product, expect to be sued
3.) copyright law - this is the area that the quoted poster is referring to - you might be ok on this one, although if they can prove similarity you might be screwed (because you sure had access to the code)- I'm not too familiar with copyright law with respect to computer code.
4.) trade secret law - (again look it up on wikipedia) if they can prove you copied any of their trade secrets with respect to the product you are screwed.
5.) patents - are their any patents on the software? Do you know that there is or isn't?
Also remember that even if they sue you and you win, you are still going to be in line to pay an attorney big bucks. So even if you win, you lose. And given the facts, expect to be sued immediately (I would sue you if I was the employer).
GET A LAWYER IF YOU PLAN ON DOING THIS.... you should not screw around with Slashdot on this one.
GET A LAWYER
GET A LAWYER
3) Get the ok from your boss before you leave to join a software start up that your friend started. Mention to him that they dont have any product yet but it is a software company. Ask him if that makes it in conflict with the non-compete that you signed when started.
No, absolutely not. This will invaribly cause your boss to come after you, and it's none of their business what you do after you leave. Under NO circumstances should you ever revel your plans to your soon to be former employer... EVER.
It's not only +1 Informative, +1 Insightful, but also +1 Interesting.
Also, compared to a lawyer, it is +1 Useful and +1 Cheap, not to mention +1 Fits In A Backpack.