collaborators dissolution/who owns what?

Let us say that one of the two partners in a film project has to leave early in the development phase, and the other partner tries to continue the project either alone or later with others.

What are the legalities governing their relationship re. the second (ex) partner continuing the use of the title of the project, general ideas, framework etc?

Thanks.
 
Let us say that one of the two partners in a film project has to leave early in the development phase, and the other partner tries to continue the project either alone or later with others.

What are the legalities governing their relationship re. the second (ex) partner continuing the use of the title of the project, general ideas, framework etc?
Partners in what capacity? Writers? Producers?
If you were producers and push comes to shove, then your position is that the other partner breached the contract and therefore they are entitled to nothing.
If you were writers, then you were partners and partners can't sue for copyright infringement - only breach of contract. Hope you registered the script or have it on a hard drive as evidence that you created it on such and such data.
There's written and verbal contracts. So just because you are missing a written contract doesn't mean there is no contract. People enter into verbal contracts every day (dentist appointment, etc). Verbal contracts can legally govern filmmaking just like anything else.
 
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Partners in what capacity? Writers? Producers?
If you were producers and push comes to shove, then your position is that the other partner breached the contract and therefore they are entitled to nothing.
If you were writers, then you were partners and partners can't sue for copyright infringement - only breach of contract. Hope you registered the script or have it on a hard drive as evidence that you created it on such and such data.
There's written and verbal contracts. So just because you are missing a written contract doesn't mean there is no contract. People enter into verbal contracts every day (dentist appointment, etc). Verbal contracts can legally govern filmmaking just like anything else.

Both are writers and producers; some differences in other roles.

Dissolution occurs in the development phase--very early in the process. For want of a better term, dissolution occurs pre-script, though script content and framework have been generally worked out.

In such circumstances, how does a verbal contract apply, if so?
 

indietalk

IndieTalk Founder
Staff Member
Admin
Verbal? Worthless.
It's not too late to get a written contract signed. If this person is not contesting the "verbal" agreement, put it on paper... quick.
 

directorik

IndieTalk's Resident Guru
More or less a verbal contract only
You are asking for rather specific legal information. But "more or
less" doesn't help make your scenario very clear. There either is
a verbal agreement regarding this or there isn't one.

My assumption (without you offering any specifics) is both
partners want to keep the use of the title of the project,
general ideas, framework etc. Is that accurate? What is the
verbal agreement regarding one partner leaving and the other
continuing?
 
i) You are asking for rather specific legal information. But "more or
less" doesn't help make your scenario very clear. There either is
a verbal agreement regarding this or there isn't one.

ii) My assumption (without you offering any specifics) is both
partners want to keep the use of the title of the project,
general ideas, framework etc. Is that accurate? What is the
verbal agreement regarding one partner leaving and the other
continuing?

i) Yes, a verbal agreement.

ii) Essentially yes as regards both keeping use of title, ideas etc. The one partner stated in an email his reasons for his inability to continue on the project-both family and other work-related issues. The other rings, sympathises re. family issue, states in passing that he would like contact details from the both of us, as he would like to try and continue project.
 
Verbal? Worthless.
It's not too late to get a written contract signed. If this person is not contesting the "verbal" agreement, put it on paper... quick.

I do not know the legalities of the situation per se, hence my question. However, I do know that he has mentioned that he has a good mate, a practicing lawyer, who he's known for many years, who lives in the same city etc. I mention this because i am very sure that at the first indication of a legal issue, he'll hot foot it over to his mate, to help him out. As to be expected
 

directorik

IndieTalk's Resident Guru
So this isn’t a hypothetical. This is a real situation between you
and your partner. Do I understand correctly that your partner
wants to continue developing the project and you are no longer
able to continue?

It’s so difficult to offer any usable advice when you are offering
little bits of information. But I understand if you are uncomfortable
with giving too much detail.

In that case everything will come down to professionalism and
negotiating skills. Partner A (who walked away) has exactly the
same claim to continuing the use of the title of the project,
general ideas, framework etc. as Partner B. Legally both partners
can pursue the continuing the use of the title of the project,
general ideas, framework etc.

Since Partner B wants to continue and currently Partner A cannot,
then a very clear contract needs to be drawn up. The contract
needs to be very clear that Partner A no longer has any rights to
pursue the project and that the use of the title of the project,
general ideas, framework etc. are all now the sole property of
Partner B.

Frankly “general ideas” cannot be copyrighted so Partner A will
have to agree to never work again on a project that uses similar
ideas. That is likely to be a very difficult legal challenge.

I may be way off because I know so little about the situation.
 
Verbal? Worthless.
No. A written contract is just one line of defense. A legal verbal contract can be established based on certain facts such as emails that establish the relationship between the parties, etc. If you wrote part of a script with this other guy, then you are, in the absence of a written contract to the contrary, a joint copyright owner with the right to exploit it subject to accounting and payment obligations to your other joint copyright owner. There is no copyright infringement here. This other guy could demand royalties if he could prove that he contributed "intellectual property". Ideas are not intellectual property, if that's what we're dealing with here. Again hope you registered this script long ago, and your script registration predates their registration or "created on / modified on" file information that this other guy might have on a hard drive.
 

indietalk

IndieTalk Founder
Staff Member
Admin
No. A written contract is just one line of defense. A legal verbal contract can be established based on certain facts such as emails that establish the relationship between the parties, etc. If you wrote part of a script with this other guy, then you are, in the absence of a written contract to the contrary, a joint copyright owner with the right to exploit it subject to accounting and payment obligations to your other joint copyright owner. There is no copyright infringement here. This other guy could demand royalties if he could prove that he contributed "intellectual property". Ideas are not intellectual property, if that's what we're dealing with here. Again hope you registered this script long ago, and your script registration predates their registration or "created on / modified on" file information that this other guy might have on a hard drive.
Emails are not verbal, they are written. Verbal contracts are spoken words... gone with the wind ;)
If emails exist you have more than a verbal contract.
 
Gentlemen (assuming you all are male):

I enquired of the legalities of a situation wherein a dissolution of a colloborator's partnership has occurred, where the one partner wishes to continue the project with the material or intellectual property that has been generated to date, either by himself or with other parties at a later date.

Discussion here has raised the issues of breach of contract vs. copyright infringement; the validity of verbal agreements vs. email as written record; the suggestion that in the absence of a formal written contract, the respective parties ought to enter into one, with the one party formally renouncing his right to a claim.

The facts are that:

i) NO script per se has yet been constructed or developed, even in draft form. Only the title, ideas of script content and framework have been generated;

ii) NO formal written documentation/contract exists between the two parties;

iii) SOME email record DOES exist--however, the only one that might be significant touches on a proposed agreement of title (no reply received, though subsequently discussed by telephone);

iv) SOME other hard copy notes exist (mine)--but which have yet to be examined more closely;

v) A verbal agreement concerning their respective roles HAS been agreed.



All points raised are valid.

Equally, if there was a practicing entertainment/intellectual property lawyer here in these forums to assist, it would go a long way for all of us.

So, to proceed to the next logical step, I would ask:is just such a lawyer in the house?
 

directorik

IndieTalk's Resident Guru
There are no lawyers here. But you finally chose to give some
useful information so at least we can comment with knowledge of
the situation.

Since there is no script there is nothing that can be copyrighted.
A title cannot be copyrighted, an idea of script concept cannot
be copyrighted and the framework cannot be copyrighted. None of
those aspects of the project can be owned.

The partner who wished to to continue the project with the
material and intellectual property that has been generated to
date, either by himself or with other parties at a later date is
free to do so. Even without the consent of the partner who
doesn’t wish to continue.

Since a verbal agreement HAS been agreed upon, now is the time to
get both partners to put that verbal agreement in writing and
sign it.

If that is impossible both parties are free (legally) to pursue or
not pursue the project as they wish.

I’m getting the feeling this is, as it often is, a money issue. Am
I right? The partner who cannot continue wants to make sure they
see some money if the partner who wishes to continue actually
completes the project and makes money.

The quick answer to your initial question; “Who owns what?” is no
one owns anything. A title, idea and framework cannot be owned.
 
I'm no lawyer but I've consulted with entertainment attorneys about these types of issues MANY times, so take it for what it's worth. The only thing I would add that I haven't already said is that verbal contracts aren't worth a damn in court unless litigants make admissions, or if certain circumstances (such as consideration) establish key elements that substantiate a verbal contract. Also a "proposal" does not constitute a contract. A contract is not complete unless an offer is accepted. An agreement to agree is seldom a contract, because it suggests that important terms are still missing. If the terms of the contract are uncertain or incomplete, the parties cannot have reached an agreement in the eyes of the law. A contract can only come about through the bargaining process. An inability to agree on key issues, which may include such things as price, may cause the entire contract to fail.

Looks like you are totally free to do what you want to do with your movie idea. Don't give up any ground by volunteering any information in emails to this person that might later assist them in demonstrating in court that a verbal contract was in place. They've failed to follow through with any proposals that may have been made to make this movie. If they try to sue you they would not get far no matter how many of their friends they brought in as witnesses. Most likely a lawyer would tell them that they have no case.

And don't waste time working with dead beats. Dead beats are always dead beats, especially on massive undertakings like movies. Things won't get better. You need to work with people who are motivated -- not distracted and unreliable.

Emails are not verbal, they are written. Verbal contracts are spoken words... gone with the wind
If emails exist you have more than a verbal contract.
By "emails" I mean small talk about making a movie that might suggest that an agreement had been made - not an emailed "agreement".
 
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indietalk

IndieTalk Founder
Staff Member
Admin
By "emails" I mean small talk about making a movie that might suggest that an agreement had been made - not an emailed "agreement".
Me too. That's written correspondence, not verbal ;). My point was a verbal contract by itself is worthless. Of course, if you have a recording or emails, then it is no longer worthless.

Get this in writing now, like I said, it's not too late. I once had the actors sign releases after the film. Ooops. Not a problem though.
 
Contracts/Two views propounded

In summary, I think that two views/courses of action are being propounded:

i) enter into a formal contract with the partner who wishes to continue. YET the opportunity for any recompense (or credit at the least) is negated by the suggestion of renouncing all claim. Is this what you're indicating?

ii) lack of documentation of any significance or a situation per se unable to withstand legal scrutiny allows the exiting partner to undertake the project himself as he sees fit. In fact, to enter into a formal contract could be DETRIMENTAL to the situation. This position assumes that the exiting partner wishes to continue the project at a later date.

Seems to me to be quite a quandry
 
My point was a verbal contract by itself is worthless. Of course, if you have a recording or emails, then it is no longer worthless.
In this case it would appear to be worthless but I'm just saying there doesn't necessarily have to be anything in writing to get a judge to rule that there was a verbal contract in place. For example a payment ("consideration") was made with a memo on the check that says "for producing work" or something like that or if one can demonstrate that the parties were acting as if there was a contract in effect. Maybe the complaining party shows that he did substantial work on the movie holding auditions, putting down deposits for locations, etc.

Of course there's a rebuttal to everything too. You'd say it was a work for hire that's over and done with - no back end pay. Or if necessary you argue that they breached the verbal contract and therefor they are entitled to nothing.

I once had the actors sign releases after the film. Ooops. Not a problem though.
Even if an actor refuses to sign a written release there's a verbal contract in place just based on the actor's actions; When an actor shows up to "act" on a "movie set" and you can document that they were paid (example: cashed check) then that's usually all you need. They know exactly what they're getting into. Also if they try to later claim that something went "wrong" which caused them to want to back out of being in the movie, then there are basic legal channels that they need to pursue in a reasonable amount of time before it's too late. I once had an actor try to pull a bait and switch on me because the producer never got him to sign a release, and he thought that he was in the "driver's seat", but he absolutely didn't know what he was talking about. Actors actually have a contractual DUTY to sign a release, and if their failure to sign a release causes you damage, such as if it causes a distributor to pass on your movie, then you can SUE THEM and win.
 
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