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I participated and wrote a large amount of code in a project which my current company outsourcing to my former company last year.

After that I left my former company and recently join in my current company. Several days ago, my current employer asks me to continue the project on top of the existing code (my current company owns the copyright and they have the code).

I think it is neither ethical nor legal to do this. So should I refuse my current employer? Could my former employer take me to court if I undertake the project?

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If your current company owns the copyright, why would it not be legal? Also, please explain why you don't believe this is ethical. –  danludwig Dec 11 '11 at 16:19
What exactly did you think your current company bought when they bought the copyright and the code? Or hired you, for that matter. I think your understanding of what is legal and ethical is sadly lacking compared to your employer. –  Paul Tomblin Dec 11 '11 at 16:27
the only potentially illegal thing you are doing is breaking a non compete clause or something of that sort, that would restrict you from leaving for a related company that would benefit from the IP you gained from working at that company. switching like how you described is somewhat debatable ethically, but you already did it. –  Ryathal Dec 13 '11 at 20:15
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4 Answers

Disclaimer: I am not a lawyer

Do I understand correctly that your situation is as follows:

  • You worked for Company A.
  • Company A developed a piece of software for Company B.
  • You were part of Company A's project team that developed the software for Company B.
  • Company B holds the copyright for software developed for them by Company A.
  • You now work for Company B.

If this is an accurate description of your situation I don't see a problem as such. As long as your current employer holds the copyright to the code they can ask anyone to build upon it.

Any non-disclosure agreement you may have had with company A seems irrelevant, because company B holds the rights to the code and thus the information that your NDA was designed to protect.

The fact that you used to work for the company that they contracted to develop that code, is only relevant in as much as the contract between company A and B may have contained non-poaching and/or non-disclosure agreements.

Any non-disclosure agreement between them would have been to ensure that Company A would not use the information/knowledge it obtained during the project to expedite development for other clients and/or developement of a competetive product. As such it would seem irrelevant to your situation.

If there was a non-poaching agreement between your employers, either it doesn't cover you or you never told company A that you were moving to company B and you may already be in trouble regardless of what you work on.

I advise you to check with both your current and former employers whether your switch from company A to B and/or working on the project would get you in trouble (when checking with your former employer I would not tell them that you are already working for your current employer - you do not need to shoot yourself in the foot). If either gives a non-satisfactory (not a clear cut) answer, consult a lawyer yourself.

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If I develop code for some other company, and the contract specifies that the code and the copyright belongs to that other company, then I have no right to expect that any further development will be given to me. –  Paul Tomblin Dec 11 '11 at 20:00
@PaulTomblin: It's not about what right OP has to expect anything. And you could actually expect to given further development on that project if you are now employed by that other company as OP is. In fact it may well be the reason that other company hired OP... –  Marjan Venema Dec 11 '11 at 20:06
I'm talking from the point of view of employer "A", not from the OP's point of view. And my comment on the question makes that same point, that employer B probably only hired him because of his experience that he now sounds like he doesn't want to give them the advantage of. –  Paul Tomblin Dec 11 '11 at 20:10
@PaulTomblin: Ah ok, yes, in that case I fully agree. Company A may not expect any further development thrown their way. –  Marjan Venema Dec 11 '11 at 20:15
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my current company owns the copyright and they have the code

Then its ethical and legal.

It all boils down to who owns the copyright to the code, if its ambiguous or not your current company then don't do it. They already have access to your skills when hiring you, applying those skills to some of their code, even if you have prior knowledge is both legal and ethical.

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If your current company has the code and has the copyright, it means that your former company (including yourself) had already been payed for that.

It's not matter of ethic, but about how the contract between the companies was structured, and about the contract between the former company and his own developers was defined.

You're not "stoling the job of your former company". That job most likely ended at the time the code was given.

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None of us here are lawyers, and we don't know what jurisdictions you and the companies are in (although I'd hazard a guess privately), so any legal answer is probably wrong. But there's a point you haven't brought out - what was YOUR contractual relationship with the company that performed the original work? You may actually be contractually enjoined from using what you know about that work for your new employer. Strange as that sounds, here in the USA, it's not only possible, at some high levels in companies, it is the key question (where the "Doctrine of Inevitable Disclosure" tends to be invoked).

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