QUESTION
I transferred ip rights to company A. Contract terminated due to company A insolvency, Can i reclaim the ip as if no contract took place?
Asked on Mar 13th, 2013 on Corporate Law - Florida
More details to this question:
Under FL state law. I transferred the ownership/rights of software that i developed to Company A. Specically, i transfered version 3 of my software. Our agreement terminated due to Company A becoming "administratively dissolved" -- there was an automatic termination clause in our agreement that stated this. Before Compnay A dissolved, it transfered the rights to a new version 4 of the software to Company B, which is fine. Company B can carry on with version 4 of the software, no problem. However, version 3 (the previous version) was specifically kept out of the transfer with Company B, so technically version 3 remains with Company A. Since my agreement with Company A terminated, can i resume or reclaim the rights to my original software (version 3) as if no agreement ever took place? Or do the righs of the original version 3 remain with Company A? Many thanks for your help. ac
1 ANSWER
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The most conservative posture in a Chapter 7 liquidation is that the intellectual property was part of the bankruptcy estate and therefore is the domain of the Trustee to administer. Once the Trustee has "abandoned" the assets or found it to be a "no asset" case, then you may claim your rights.
You may have contractual rights that would change this answer. More likely than not, within a Chapter 11, the asset would remain a part of the Debtor In Possessions asset base and needed for the operation of the business -- in this case the DIP (Chapter 11 Debtor) does not lose rights to the asset.
Answered on Mar 18th, 2013 at 3:42 PM