Does my old friend have a claim on the work we produced together if we did it under an LLC?
Now, on the LLC information I made sure to put both of our names and information on it, and when he quit I had him removed from it as per the AO. Using the information he did share with me I was able to recreate the work because he refuses to give it to me straight out. He is now trying to claim my work would be plagiarism because he "was never paid for it", despite being partners and him not being an employee.
Here is the big question: Since we both did the work with the intention using it under the LLC, does the work we did belongs to the LLC itself or to each of us individually? Any advice on this would be fantastic!
4 attorney answers
This is going to be complicated and the strong answer is it is going to depend. You are going to need a patent/business/contract attorney to help you decide. Generally things done as part of an LLC belong to the LLC and when an LLC is dissolved (and in most state law removing a member from an LLC dissolves the LLC) who gets what is decided based on the LLC operating agreement. Absent a clause in the LLC that controls general state contract laws will apply. IP law will come in when deciding who owns what AND if it can even be owned.
To summarize the important aspects that will control:
1. The state the LLC was formed in (will determine which LLC and contract law applies)
2. The exact documents used to form the LLC and anything that determined the LLC operating procedures
3. General IP law (amount of creativity in disputed aspects if it is protectable by copyright law - any trademarks issued and who they are issued to).
Given the complicated nature of the issue - it will likely not be cheap to resolve. It would likely be an interesting legal challenge however.
You wont get a complete answer here on AVVO, too complicated. Quickly, you and your buddy jointly own whatever was created until he stopped contributing. Copyright parts can only be transferred to you in writing by him. The trademark rights also should be transferred in writing. You need to negotiate something with him or forever owe him his "fair share" (to be argued over in court should he decide to sue you) for whatever he could show he contributed to. Mayybe that was 5% of what the business brings in, or maybe it will be 50%, depends on all the facts. Remember, it's gotta be in writing.
Peace be with you, and may love guide you.
As you already gleaned from the other answers this can be pretty complicated pretty quickly. The work performed for the LLC belongs to the entity unless otherwise agreed to in writing. If he left the entity under a dissolution or other agreement then perhaps that makes clear that everything his interest owned now belongs to you. But if that wasn't the case, at a min it seems that you are joint authors in the works.
Before you take any further action, I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.
DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed with the law firm of Natoli-Legal, LLC on the basis of this posting.
It's going to require more facts and it would be best for you to retain a lawyer and get a confidential opinion. Plagiarism is sometimes synonymous with copyright infringement -- when you talking law, not ethics. Copyright covers art and literature. A work of authorship created during the scope of employment belongs to the employer, but your situation might not meet that, so it could be your former business associate owns what copyright there was to his creations. However, if he kept it secret and you never saw it, he'd be hard pressed to show you copied. And if the only similarity is in "ideas" that's not copyright infringement. How LLC law works, and what kind of agreement(s) there were is a different issue. Retain a lawyer.
This answer is written to explain situations which may come up involving intellectual property law issues. It does not give specific legal advice about specific fact situations. If you have a specific fact situation in mind you should ask for professional legal advice about the relevant facts. Seemingly minor changes in facts may change a legal opinion dramatically. Space here does not permit an explanation of all the variables in complex legal areas. Dave Brezina is an Illinois lawyer and his profession is regulated under the authority of the Supreme Court of Illinois. Although he represents clients nationally and internationally, his law practice is performed in Illinois and is not subject to regulation by other states. Dave Brezina is also a Registered Patent Attorney and a patent practice is regulated by the US Patent and Trademark Office a Federal agency and is not subject to regulation by the states. The firm, Ladas & Parry, LLP, has attorneys admitted and offices in at least Illinois, New York and California. Finally, do not post confidential information. There is not an attorney client relationship created simply by correspondence or communication with the author of this site.