Ask HN: Is it unethical to finish project from a company that never finished it? | Hacker News Reader

Ask HN: Is it unethical to finish project from a company that never finished it?

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I worked on a mobile application for a project that I was really invested in but after graduating, different developers with different coding beliefs - the project just fell apart. I still love the idea and put so much time into it. Has a lot of potential I think. Can I just complete it on my own. Do I even have an obligation to ask them if I can do it? When is their idea no longer "thiers". Also did not like the direction they were going with the business.

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Standard IANAL disclaimer...

When you say 'finish' that implies using code/assets the company owns. Unless it was produced under a permissive license (I.e. BSD/MIT/GPL) you can't use it without explicit permission from the copyright owner.

As far as taking the idea and running with it, as long as you didn't enter into a non-compete/NDA agreement, you're probably fine. There are examples of this all over the place in business history (with matching lawsuits when they weren't careful to respect the rights of / agreements with former employers)

Even under such a license, unless that license and code were furnished to you as an individual (not working with the code as licensed to the organization with IP assignment to that organization) you aren't granted the rights provided in the license, AFAIK.

That's a good point: a permissive license doesn't automatically transfer. This should reinforce the peril using code from an employer... unless you were granted permission or can otherwise publicly obtain the licensed code, best to not even have a copy or look at it without explicit permission... it's a legal minefield.

There are a lot of unknowns with your post, which makes useful feedback difficult. The answer could range anywhere from "don't worry about it" to "hammer out an agreement with the other parties first." Are you looking to run with the concept, or are you hoping to build off of code already written?

In either event, I'd strongly suggest speaking to a qualified attorney before doing anything. At the very least, you'll want them to review any contracts you signed, walk you through your possible exposure, and give you some recommendations for either minimizing or managing it. It's not a cheap move by any means, but if you genuinely want to move forward with this project, it'll help you avoid possible long-term problems.

I see nothing unethical about that, but there are legal considerations. (Disclaimer: I am not a lawyer and this is not legal advice.)

If you’re using existing code, they may still have a stake in the IP. You may need to make sure they either license it or turn over ownership to you. In the latter case you may want to set up an official bill of sale and pay them something for it, even if it’s only $1 each.

AFAIK there’s no legal ownership of the idea if it hasn’t been patented. But your options may also be restricted if you signed a contract that includes a non-compete clause.

Why do you see nothing unethical about it?

Imagine a software engineer invests half-a-year of full time work, iterating through product/idea. Paying market rate of that person is $200k/year. A $100k invested into R&D.

Now you are a VC. A software engineer shares the results of the work (idea/prototype) with you. It's primarily the refined idea that holds all that invested value. And then VC just claims - ideas are not protected - it is perfectly ethical to use ideas for free?

Doesn't it destroy trust? Would such software engineer next time go to the same VC? How is it not equivalent to stealing $100k worth of someone's work?

>It is perfectly ethical to use ideas for free?

Unequivocally, yes.

By this logic, it would be ethical for a mega-corporation to take any technology they like from any individual or small business, without payment, under any circumstance. That's not the kind of ethics I personally prefer.

Copying the code is wrong, but if all they copy is the idea, where’s the ethical problem? That’s just the nature of competition.

In the interest of keeping my stubborn image, I also meant copying code. If no tangible thing is taken that leaves the other without that thing, I'd say it is unethical to not share it.

The guy who invented the intermittent windshield wiper, Robert Kearns, made tens of millions of dollars in court because Ford and Chrysler stole the idea from him.

And he was able to do this because (TIL)... he had patented the idea more than half a dozen ways!

What does business have to do with ethics? That's all legalities. "Taking" is not the same as "copying" which I assume you meant. Would it be ethical for a large group of people to copy the technology of a small group of people without giving something in return? Sure, it'd be diplomatic to do so (although doing that might set a bad precedence), but I don't think there's a moral obligation.

I'd disagree, with the comment that by ignoring existing human institutions like "business" and "legalities", ethics becomes more a thought experiment than a useful roadmap for interacting with the world. I personally prefer it to be the latter.

Law is a group of people agreeing to threaten other people's well being if they don't do things a certain way. A business is a group of people agreeing to share access to a pool of resources utilizing the threat of law. It's all just people is what I'm getting at. Putting on labels like "mega-corporation" and "small business" just muddies the waters, especially when the general consensus is mega-corp = bad, small business = good. I was attempting to remove the stigma of the chosen labels.

But now I'm rethinking my mapping from mega-corp to large group and small business to small group. Both are more like a small groups of people, the owners, with a varying amount of resources to trade for goods and services (supplies, manufacturing, workers, bribes, etc). The smaller group doesn't necessarily have less resources. And now the idea of a group is muddying the waters, why not just consider them a person? So the question becomes, is it ethical for a person with more resources to copy the technology of a person with less resources without giving something in return? Hell, now the difference in available resources is getting in the way. Is it ethical for a person to copy another person without giving something in return? Keep in mind that copying works both ways. My answer is still yes.

I have a natural tendency toward the type of logic you're pursuing here, likely because I am very technically minded and enjoy mental gymnastics. I may be incorrect, but it seems the same might be true for you.

For myself, I have found this type of reasoning to be an anti-pattern: simplifying the world to the point that I can wrap my head around it and (most importantly) arrive at a simple, clear-cut answer. I find that I can always make adjustments to my assumptions until I arrive at a world where the logic for my desired position holds firm.

I've personally gotten more out of incorporating the messy nuances of the world into my mental gymnastics (e.g. mega-corporation != small business != group of people) even though that almost always comes at the expense of a clear-cut answer. Just a thought; YMMV!

In a society where "mega-corps" and "small businesses" do exist and aren't the same as a simple "grouping of people", you're right, it's not going to really help navigate the current landscape. But, it can help to raise questions about where we went wrong assigning what boils down to a grouping of people the special privileges that enables them to become things like "mega-corporations".

In the case of copyright and patents, I believe the intention was to give small business a head start, but the reality is that they empower mega-corps far more than the small business. Mega-corps can support the continuation of copyright and patents in the name of the intended spirit (using their resources) while consistently acting against the spirit without most people noticing. Pointing that out is my overall intention.

I think we'd all be better off if we could just copy each other freely without fear of legal repercussions, then we could all compete on quality of service and efficient use of available resources.

You can't copy technology, there is IP laws for that and you need clean-room design to circumvent that.

This is the premise of the question every VC typically asks "Whats to stop [BigCo] from coming in and just throwing their vast resources behind solving the same problem?"

The answer they seem to like to hear is "only Joe-Engineer could have invented this algo/tech/thingy, in this way, thus we have a patent on it!"

Not technology, idea. Good luck if you think the idea itself is worth much.

This is the standard statement of people who make profit from others ideas. If ideas are not worth anything, go implement your own instead of using an idea someone else had.

It's true that an idea in isolation is worthless. People need to bring it into existence, refine it, market it, in order to get any money out of it. That doesn't mean the idea has no value. To illustrate, one can ask "why this idea vs some other idea" and suddenly one is better than another.

Mega-corporations already do this, though, sometimes you get the courtesy of a buy out, other times, their next release includes a copy of your features.

In this case, my interpretation of the OP was that the venture in question was defunct. Who’s being harmed and how?

Unethical, absolutely not, at least in my opinion. Legally speaking - there are so many variables that are unknown to all of us that we cannot possibly begin to tell you what your rights are to finish, release, and/or potentially make a profit off of the finished product.

Offer to pay for it. They will either say no worries you can have it, or the sum will be nominal. Make sure you get it in writing (email).

I love this idea but I wonder what could go wrong.

At worst, they refuse to sell or even negotiate.

The (unknown) exposure is with how the previous project stakeholders might react to you running with it and turning it into something viable. If they won't sell when it's worthless, I'd personally take it as a given that they'd litigate if it ever becomes viable or profitable. Even if you can reasonably expect to prevail in such a case, it's still a concern.

> If they won't sell when it's worthless, I'd personally take it as a given that they'd litigate if it ever becomes viable or profitable

That's a great point and I think that collapsing that uncertainty was the lingering reason why I loved the idea, that I couldn't quite put the finger on.

I kind of worry that the worst case scenario is management says ok now, but later changes mind when it's turns up well, but if it's in writing, then whatever.

Many things could, but won't go wrong... Purchasing or Licensing will offer protection to all cofounders including the ones that are turning over their rights to the IP.

Indeed, there are a lot of holes to fill in. The problem is that the IP of the existing code and assets (graphics/designs) might be contested in court, if your project is successful enough to make money and therefore makes you a desireable target.

As a non-lawyer offering non-legal advice, I suggest you rebuild the project from scratch (using a different language if possible/feasible, as well as different graphics) so that there can be no question as to whether or not you used code or graphics for which you do not hold the correct license (in the case of code) or copyright (in the case of graphics).

I'd talk to an employment attorney, or at least make a more detailed posted /r/legaladvice to see if they think you should talk to one. If you're going to ask for permission, I would definitely talk to the attorney before doing that, as tipping your hand may set bad things in motion from the company.

Ethically, I think you're giving them the same or more consideration than they'd give you. Companies screw over small developers all the time, it's just business.

Others have covered the legalities, but I'd wonder - as a useful question to ask in general - if it's as good an idea as you think.

A lot of the value of any idea comes the execution - which doesn't mean the code, it means the marketing, branding, support, networking, customer acquisition, and reputation-building.

Unless it's a very unusual idea that needs minimal customer interaction - they exist, but are rare - or something that works solo (games, mostly) you should budget time and money for all of these.

Many apps are killed by the support process, not the development process. The app sells, bugs appear, customers get various shades of irritated and angry, negative reviews are left, and dealing with all of this can turn into a huge time sink if you're not planning for it. This is even more true of projects that have a significant server back end.

The app store is full of abandonware left by devs who didn't realise how much extra work is involved in turning an idea into a reliable income stream.

I'm not saying it can't be done, but I am saying it needs some consideration before you go ahead and spend time (weeks? months?) on a clean-room rebuild of everything you've done so far.

Use "the newspaper test". If an article appeared in a local newspaper about the decision and action you made, and your family and friends read the article, would you feel good about it? Here is a video of some ol' man explaining it well - https://www.youtube.com/watch?v=wgvBV6kWE54

If you are really invested, have a conversation with the highest decision making authority you know about what you would like to do and what would be a fair way for you to continue with this? Tell him you are broke and then offer him solutions - buyout the codebase for a token sum? future revenue share? have them invest in you? If the guy/gal is worth his salt this wont be a waste of time.

You would be surprised and what you can get if you just ask.

If you mean "finish it" by picking up the code and continuing development, that's ugly at best. Someone owns that - you might have a claim! - but you'll spend more time and money with attorneys than anything to do it right.

If you mean "finish it" by taking the idea and starting fresh, it's probably competitive so I'd double check that you didn't sign some sort of non-compete or "won't reuse this information" kind of thing.

Of course, either you could roll with it and see what happens.. no one is going to pop up to make a claim unless you a) offend them or b) are successful. And even under (a), it's unlikely they'll hire an attorney to cause you angst.

Contact an attorney for advice.

But it sounds like you should just take the idea, and start building code from scratch, pick a new name, domain, etc. Just don't use any code/assets from the original project.

The idea is not theirs per se but any code or digital and physical assets may be. If you need those assets ask them for a release. If there are patents that you can't work around then ask for a license. If you don't want a release, make sure your NDA has expired and don't use or look at the old code in question. You may want to hire a third party to write the code clean for you too. Or proceed as you wish and if you are later successful expect a lawsuit/settlement. Consider that the idea tax.

Look failed things happen all the time, no one is going back to each other and asking permission to continue. Do it! Now don't go off and use the same exact code of the project, start fresh and try to change things up. Good Luck!

And I think another important thing is, be sure you are not apart of the project anymore in anyway. No more being paid from them or working with them sometimes. Be sure you create the business paperwork setup for yourself. Start fresh!

If you need help in anyway, let me know, I'm a nobody fyi. haha

What documents did you sign prior to working on the app?

The main thing to avoid is intellectual property (trademark, copyright, patent, and nondisclosure) infringement.

Assuming USA and that you had a standard work for hire agreement, then no, you cannot sell it as your own without getting a release and probably having to pay back whatever salary you received when working on it. The work/code you produced belongs to whoever paid for it. You could rewrite from scratch if you wanted to though.

People don't get in trouble for doing unethical things. they get in trouble for breaking the rules or doing illegal stuff. what you really need to know is, is it legal? or will it have a negative public relations impact? those are the questions you should be asking.

No one owns ideas, you might have signed a non-compete... but those aren't usually enforcable depending on what your position is.

If you take the code, that's unethical. They paid you to write the code, so they own that. But you're free to do whatever you want.

Intellectual Property is literally ideas you can own. Patents, Copyrights, etc.

No, IP is in how you specifically execute those ideas. Patents cover processes and copyright is for expression.

NDA/Noncompetes are usually enforceable in states that allow them. This is most states.

If you are really attached to such idea and would love to work on it, your best bet is to reimplement it on your own, with a new code base. That is if you didn't sign a NDA.

>I worked on a mobile application for a project that I was really invested in but after graduating,

sounds like a college project. You should ask them. if not you can start over. nobody owns the idea.

IANAL

It’s impossible to know whether you’re legally liable without more details on the arrangements made.

Ethically speaking, why not ask them?

Because, from the former employer perspective, there's no reason to say "yes", and every reason to say "no". There's nothing to gain by saying "yes". So this ethical argument about politely asking for a blessing is, IMHO, severely discouraged if you consider an incentives perspective. He runs the risk of having his project "shut down" or discouraged immediately not for "legal/ethical" reasons, but just by this company protecting IP/future interests, which are not shared with the developer. Again, IMHO: talk to a lawyer and check risks, don't reuse code or assets, and don't disclose to former company OR colleagues you're pursuing this idea.

Definitely don't take any of their code. I am not sure what the legal situation is for the idea as such.

Did you get paid to work on it? Is there a non-compete?

Can you delete all the code, and start from scratch?

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