Ihatequesting - Intellectual Property Theft

If I contract you to write an article for my newspaper, you are an independent contractor not an employee. Further I am purchasing a service from you: the authorship of an article. Further I am also automatically purchasing a license to use that work.

We found an exclusive license was implied by the use of the words "to call my own" in the context in which the conversation took place.

Correct. Independent contractors are also required by law to have a written contract. I didn't see Bogla mention him also buying a license, as that would affect Quid negatively as well.

How would "to call my own" give you permission to re-sell and have sole proprietorship over a certain good? If you buy something, you can call it your own, but that doesn't mean the company selling said product is no longer allowed to distribute the same good.

 

Correct. Independent contractors are also required by law to have a written contract. I didn't see Bogla mention him also buying a license, as that would affect Quid negatively as well.

How would "to call my own" give you permission to re-sell and have sole proprietorship over a certain good? If you buy something, you can call it your own, but that doesn't mean the company selling said product is no longer allowed to distribute the same good.

He already had his own website. Why would he differentiate the existing website he already owned with the new made-to-order bespoke site he was purchasing with the words "to call my own" if all he was referring to is his ownership of a single copy.

 

A contract is made out whenever the five elements are satisfied: offer, acceptance, meeting of the minds, consideration and capacity. All five elements were made out. A contract existed.

A Meeting of the Minds is not just a deal being made, but also both parties being knowledgeable that a contract is created/agreed upon. This was obviously not the case so whatever you are calling it, it could not be called a contract. Neither party thought "to call my own" was a binding contract being created.

 

He already had his own website. Why would he differentiate the existing website he already owned with the new made-to-order bespoke site he was purchasing with the words "to call my own" if all he was referring to is his ownership of a single copy.

Who said he differentiated between the two sites? Saying "to call my own" is hardly the same thing as "I don't want you making any more of these sites" or are we just grasping at extremely small straws at this point?

 

Who said he differentiated between the two sites? Saying "to call my own" is hardly the same thing as "I don't want you making any more of these sites" or are we just grasping at extremely small straws at this point?

From the context within the conversation and from the context in which the conversation was being had I think it was pretty clear he was buying a bespoke tailor made product and explicitly just for him according to his specs, etc.

It is at least enough that the developer should have had pause and investigated what rights he had sold before distributing the source code to someone else.

As I understand it the developer went on to scam Bogla for $2k by stealing his domain name. In this case even supposing the language had been stronger in the conversation the code still would have found its way into IHQ's hands and the present mess would still be before us. This isn't a mix up of intentions. Bogla's made-to-order code was distributed widely to other people without his permission.

 

From the context within the conversation and from the context in which the conversation was being had I think it was pretty clear he was buying a bespoke tailor made product and explicitly just for him according to his specs, etc.

It is at least enough that the developer should have had pause and investigated what rights he had sold before distributing the source code to someone else.

As I understand it the developer went on to scam Bogla for $2k by stealing his domain name. In this case even supposing the language had been stronger in the conversation the code still would have found its way into IHQ's hands and the present mess would still be before us. This isn't a mix up of intentions. Bogla's made-to-order code was distributed widely to other people without his permission.

So by this thought process, IHQ is banned because Quid distributed "Bogla's" code and IHQ distributed his version of Quid's code?

 

So by this thought process, IHQ is banned because Quid distributed "Bogla's" code and IHQ distributed his version of Quid's code?

If IHQ wanted to fix the problem it would not be overly difficult. Make a new backend which he does own the rights to and offer a free replacement to all his customers. This is certainly what I would have done in this situation. Bogla gave him 3 weeks, that is sufficient time. And learn from the mistake and make sure you have the rights to use code before you onsell it to other people in future.

But he wanted to be banned rather than deal with his mess.

 

If IHQ wanted to fix the problem it would not be overly difficult. Make a new backend which he does own the rights to and offer a free replacement to all his customers. This is certainly what I would have done in this situation. Bogla gave him 3 weeks, that is sufficient time. And learn from the mistake and make sure you have the rights to use code before you onsell it to other people in future.

But he wanted to be banned rather than deal with his mess.

Correct, because there was no contract presented.

 

If IHQ wanted to fix the problem it would not be overly difficult. Make a new backend which he does own the rights to and offer a free replacement to all his customers. This is certainly what I would have done in this situation. Bogla gave him 3 weeks, that is sufficient time. And learn from the mistake and make sure you have the rights to use code before you onsell it to other people in future.

But he wanted to be banned rather than deal with his mess.

Well now you just skipped over why IHQ was banned and went straight over to what he should do now that he is banned. Should Bogla not go after Quid, the person who distributed the site when Bogla told Quid "it was his own"? IHQ sold code that he got from Quid, not Bogla.

 

Correct, because there was no contract presented.

Has IHQ contacted you about the exploit in the code he sold you?

 

Well now you just skipped over why IHQ was banned and went straight over to what he should do now that he is banned. Should Bogla not go after Quid, the person who distributed the site when Bogla told Quid "it was his own"? IHQ sold code that he got from Quid, not Bogla.

It's his right to raise a dispute against anyone selling his code.

 

Has IHQ contacted you about the exploit in the code he sold you?

I've dealt with it, please explain how the meeting of the minds aspect of Bogla and Quid's "contract" was met.

 

It's his right to raise a dispute against anyone selling his code.

See, now we just did a whole loop. Are we saying it's Bogla's code because he said "to call my own"? There was no contract, it is not Bogla's code.

Keep in mind that the backend of the site is a template and the rest of the code was heavily edited in order to have a smoother appearance and functionality.

Has IHQ contacted you about the exploit in the code he sold you?

I'd love for you to ask Bogla to replicate said exploit in front of you as proof an exploit exists as well.

 

I've dealt with it, please explain how the meeting of the minds aspect of Bogla and Quid's contract was met.

See, now we just did a whole loop. Are we saying it's Bogla's code because he said "to call my own"? There was no contract, it is not Bogla's code.



I'd love for you to ask Bogla to replicate said exploit in front of you as proof an exploit exists as well.

This is infantile. No court would deny a contract existed between Bogla and Quid. It was absolutely made out. Services and a license were exchanged for money. The two worked together for weeks on it according to Bogla's specifications and designs. If there was no meeting of the minds they would not have worked for weeks together on it.

Agreements in law are not invalidated by technicalities, especially when there is reliance by one or both parties on the representations of the other.

As I have already said the only circumstance in which the term "call my own" makes sense with respect to the context of him already owning a website and him purchasing a new completely new website is if he was purchasing a new design under an exclusive license.

 

This is infantile. No court would deny a contract existed between Bogla and Quid. It was absolutely made out. Services and a license were exchanged for money. The two worked together for weeks on it according to Bogla's specifications and designs. If there was no meeting of the minds they would not have worked for weeks together on it.

Agreements in law are not invalidated by technicalities, especially when there is reliance by one or both parties on the representations of the other.

As I have already said the only circumstance in which the term "call my own" makes sense with respect to the context of him already owning a website and him purchasing a new completely new website is if he was purchasing a new design under an exclusive license.

Okay, then

Contra proferentem (Latin: "against [the] offeror"),[1] also known as "interpretation against the draftsman", is a doctrine of contractual interpretation providing that, where a promise, agreement or term is ambiguous, the preferred meaning should be the one that works against the interests of the party who provided the wording.[2] The doctrine is often applied to situations involving standardized contracts or where the parties are of unequal bargaining power, but is applicable to other cases.[3] The doctrine is not, however, directly applicable to situations where the language at issue is mandated by law, as is often the case with insurance contracts and bills of lading.[4]

Contra proferentem encourages the drafter of a contract to be as clear and explicit as possible and to take into account as many foreseeable situations as it can, which nobody did.

If you were an employee of BoglaGold then ownership goes to Bogla. When an outside worker is hired to do work for a company, ownership lies with the author unless otherwise stated in a contract. Statute of Frauds requires there to be a contract present for anything $500+. Part performance does not override this because of Contra proferentem.

 

If you were an employee of BoglaGold then ownership goes to Bogla. When an outside worker is hired to do work for a company, ownership lies with the author unless otherwise stated in a contract. Statute of Frauds requires there to be a contract present for anything $500+. Part performance does not override this because of Contra proferentem.

It was not a drafted premeditated written contract otherwise yes that would apply

 

It was not a drafted premeditated written contract otherwise yes that would apply

How does that not apply to verbal contracts, exactly? Contra proferentem was put in place for exact situations like this where there is ambiguity in the contract.

 

How does that not apply to verbal contracts, exactly? Contra proferentem was put in place for exact situations like this where there is ambiguity in the contract.

"contra proferentem" means against the draftsman. Who drafted the oral agreement?

 

"contra proferentem" means against the draftsman. Who drafted the oral agreement?

First, let's mention that you completely skip over the fact that any sale of a good or service over $500 requires a written contract. This voids the verbal contract due to Statute of Frauds.

So now we are finally in agreement that no oral agreement was drafted by either party. Because not a single contractee drafted a contract, there was no meeting of the minds, voiding the entire contract.

 

First, let's mention that you completely skip over the fact that any sale of a good or service over $500 requires a written contract. This voids the verbal contract due to Statute of Frauds.

As already explained statute of frauds doesn't apply because 1) there is written evidence of the contract it is not an oral contract for the purpose of the statue of frauds, 2) partial performance.

So now we are finally in agreement that no oral agreement was drafted by either party. Because not a single contractee drafted a contract, there was no meeting of the minds, voiding the entire contract.

Correct, no oral agreement is ever drafted by a party, because an oral agreement is not a written contract and only a written contract can be drafted.

In this case it was a written contract, but not a drafted contract. It falls into the category of having some attributes of a written contract and some attributes of an oral contract.

Further, meeting of the minds in modern law is also called "intention to create legal relations." They definitely had this. There is no question that either of them intended anything other than to enter into a legal pay-for-performance agreement.

I understand that these facts are inconvenient for you and that you would prefer a contract didn't exist. Never the less a contract was still made out.

Look it's not my job to teach you contracts 101. You're not even a party to this dispute.

I might add that you should read what IHQ has to say about stolen intellectual property here:
Steal whatever you want, as long as you change it to your name it's yours!

And apply it to this very case.