I am a software engineer who "invented", and developed alone an integrated ERP software solution over the past 2 years. I got the idea and coded much of the software as intern at small wholesale retailer (company A) with which I had a verbal agreement that I could keep the IP rights to the code and the company would have the "shop rights" to use "a copy" of the software without restrictions.
Recently things started to take a down turn in the company A as the company grew fairly large and new head management was formed, also new partners were brought in. The original owners distanced themselves from the business, and the new group indicated that they want to claim the IP rights to my software, offering me a contract that would split the IP ownership into 50% co-ownership, completely disregarding the initial verbal agreements.
As of now there was no single written job description and agreement/contract/policy that I signed with the company A, I signed only I-9 and W-4 forms. I now have an opportunity to leave the company A and form a new business with 2 partners (Company B), obviously using the software as the primary tool. There would be no direct conflict of interest as the company A sells furniture.
My core question is: "am I better off just leaving with the software without anything signed, or should I fight the contract and resolve the issue with lawyers? (FL, US)" Detailed questions:
Few points for clarification:
I will keep this post short - but rest assured - you own the software plain and simple. Ask your lawyer to confirm that.
This is a completely legal matter and you need to reach out to a workplace rights lawyer in Florida preferably with exposure to IP litigation in court - ask for references.
Forget about what you have read so far in books and on the internet about rights defaulting to the employer: these assume some situations that does not apply.
You have enough to display & stand in court: I do not want to elucidate - the lawyer will do that for you.
Also, focus on what littleadv told you: you do have a few written agreements about your employment!
That can go against you.
Consider your employer's document you had to submit to be approved for the OPT. It specifies clearly about a webmaster position "with the scope of enhancing their e-commerce opens source system".
If the prosecution gets a good lawyer with an understanding of software, they can yank out the frontend to the ERP software you developed (the backend, and thankfully the "real deal" should be safe though).
Show him this thread and ask him if it would like to take it down in case some facts do not align with your final defense. Be assured - there exists a verbal but legal contract and if either of the original partners stand by you, you are good and you can not only win but recover all your litigation fee based on how your lawyer sets the agreement.
I would recommend you ask the partner who is willing to endorse your visa in his well established company (company C) to go ahead before you begin litigation.
You indeed can legally own shares of company B but without drawing a salary how do you intend to live? (Hence my comment)
Yes, you can be an employee of company C while working on company B but I am pretty sure you will have to give up majority stake in company B to the person from company C who are helping you out.
Is that what you want? You don't need to give up majority stake in company B at all if you time this right.
Be careful of having tunnel vision and focusing only on this case - look at how your decisions will affect your life for years to come!
For example - payslips are all important in everyday personal finance here in the U.S. (Loans, credit cards, ..) and necessary for you to continue your status.
Focus on getting a settlement before going to the courts.
Lean towards closed arbitration: ensure this does not go on public record.
The point is to reduce your exposure to the public as starting your business based off litigation might not be a very good idea.
I also strongly advise that you contact a competent workplace rights lawyer in the state where the business is headquartered.
IANAL, but I've been in a similar situation and as I was also paid for the work I did, I'm sure they can easily make the argument that you produced the system as a work-for-hire irrespective of any documentation or lack thereof.
Sadly when there is ambiguity like this on which to hang a lawsuit, the law doesn't matter very much because the outcome of any action is strongly biased by the economic disparity between the plaintiff company and you.