Need help with copyright on a collaborative piece of "intellectual property" for small business.

It sounds like the course descriptions, whether your wife collaborated on creating them or not, belong to the partnership, because they were created by the partner for the partnership. Had the partner affixed a copyright notice to the descriptions in her own name at the time she created them, your wife would have noticed and questioned it. Also, that would have been a misappropriation of the partnership's rights.

Now that the partnership was dissolved, the partnership's assets get assessed a fair market value as of the time of dissolution, and if this was a 50-50 partnership, each partner should get half of the assets. Where the assets aren't divisible, one partner can buy the other out, or they agree that both have a perpetual joint right to use them. If they decide to jointly own them, they can register the descriptions now as inidividual joint authors.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

Oh, one thing I just thought of that might make a difference. Her partner never entered into the business officially. That is, there was no document drawn up listing her as a partner other than to appear as one on the tax forms.

At the time she chose not to continue with the business nothing was said or drawn up about division of property or anything other than "ok..you are no longer part of the business".

Does that change things?

Some "problems" are really not problems at all and certainly do not justify any investment of time. How difficult would it be, for Pete's sake, to simply write new course descriptions?

Partnerships (in some states "joint ventures") are created all the time w/o any written agreements. From your original question it's clear that your wife and the other person were in partnership. As Ms. Koslyn notes, the partnership owns the intellectual property that was created by the partners in furtherance of their partnership (and in the absence of any agreement, oral or written, otherwise).

Now that the partnership is dissolved it's best and easiest for the former partners to either (1) agree on what either or both of them can do with the intellectual property (which includes the course descriptions) or (2) not use that property.

At the end of the day, the copyright that attaches to the course descriptions is very thin because there are only a very limited number of ways to describe the concepts and material that will be presented by the course instructors. Thin copyright protection is easy not to infringe simply by changing whatever it is that's creative and discretionary in that description (while still retaining the facts that cannot be changed).

So ... if for some reason the adults in this situation cannot resolve the matter amicably then I suggest your wife take pen to paper and write her own course descriptions. And then deal with life's more important issues. Good luck.

Brody,

Another thought on this question. We don't have the details of the actual course descriptions but they may in fact not be protectible anyway. If your wife was simply to rewrite the descriptions in her own words I suspect that there would be liiter for the alleged former partner to complain of. Remember that a valid copyright is an original work that is fixed in a tangible means of expression. An original work requires both a modicum of creativity and independent creation.

Thomas Dunlap
Dunlap, Grubb & Weaver, PLLC
tdunlap@dglegal.com
www.dglegal.com
Tel 800-747-9354 x 3885
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