Companies often contract out their work to third parties who develop work on their behalf. The issue of copyright ownership for that work is therefore an important one.

Under UK copyright laws, the copyright ownership automatically vests in the person who develops or creates the piece of work, unless an express agreement to the contrary exists between the parties.

If an agreement does not deal with ownership of the copyright, then a court may choose to imply an assignment or licence for the benefit of the commissioning party. However, it is stressed here that this depends on the individual circumstances of each case and it is at the courts discretion.

In any event, the court will only imply the minimum necessary to give commercial efficacy to the contract or give effect to the obvious intentions of the parties.

Therefore, when contracting independent contractors to delop works, it is vital that a written agreement is made which deals with the copyright ownership of the work they will produce.

The following two recent cases have dealt with this issue recently:

Wrenn v Landamore

Here, the claimant manufactured interfaces between audio equipment and car manufacturers and engaged the services of Landamore to write computer programs. A dispute arose between the parties concerning the alleged non-payment of royalties in respect of Wrenn's use of the commissioned work.

The Court of Appeal upheld a decision of the High Court in finding that Landamore initially contracted with Wrenn personally (rather than with Wrenn's company). The Appeal court also upheld a royalties award to Landamore.

Meridian v Richardson

This case involved a dispute arising from the commissioning of software development.

It was unclear from the facts who owned copyright in the software which was used to provide financial forecasting.

The High Court held that there was an insufficient basis to imply a term into the agreement that copyright in the work should be assigned to the claimant, and indeed it was not obvious to do so. The developer therefore retained copyright in the finished work and the Court of Appeal has now confirmed this decision.

Comments

Both cases demonstrate the need for clarifying ownership of copyright from the outset before you commission the work and having this recorded in writing by way of an agreement.