I mean, I asked at the time, and I did it. If either company wants to start a legal fight over a pile of code that neither of them wanted that's old enough to be in elementary school, they know how to reach me.
The problem is that you are claiming ownership of this code and by making it available on GitHub under an MIT license you are claiming that you have the right to do so.
If I take that code and make a billion dollar business out of it, Box or Uber could then claim a share of it. That's the kind of things that companies do with the lawyers on retainer.
I then sue you for falsely claiming that you own it. You are particularly fucked because, thanks to this thread, you can't claim that you didn't know.
Even in California the "I wrote it on my own time" doesn't apply to software that relates to an employer's core business. In other places, like Washington State, you could be employed to write TPS reports and write a video game at home, and your employer would own that too.
IANAL but I have paid for advice on this very topic. I suggest you pay one too.
Long time ago my employer at the time had this in-house deployment system written by a guy that worked there. It worked well and we used it well after he had moved on. He left suddenly and started a company based on the idea. Employer went to sue him and discovered the ‘all your code belongs to us’ form was missing from his permanent file so they didn’t pursue it. That company is called Chef.
A spreadsheet UI didn’t relate to Box’s core business because Box didn’t sell spreadsheet UIs. Box could have had the author’s hobby project been adopted as a feature but explicitly chose not to. The author clearly owned that bit if they did it on their own resources and own time.
In other words, you can write generally useful components and utilities on your own time, network, and equipment; license them to your employer if everyone agrees; and either way you still own them. You just can’t write something directly related to or competitive with the products or processes that make your employer money.
The spreadsheet formulae and enhancements the author wrote during work hours at Uber, though, no. But even just their direct boss as an agent of their employer saying it’s ok to throw it on GitHub would probably cut them loose, especially since it’d be a derivative work with joint ownership.
All IMO of course, but that’s how I would have seen it in their shoes.
Well, you are not a lawyer. OP specifically wrote the code to help Box with its business. That's cut and dry within the scope of an employment contract, under California law. This doesn't get a safe harbor exception.
> OP specifically wrote the code to help Box with its business.
That was the intent, but not what actually happened.
Is intent to donate code enough to put it within your employment contract, when it's done outside work hours and would otherwise be outside the scope of employment?
> That was the intent, but not what actually happened.
The intent is a fact of what actually happened: which appears to be that it was written by an employee within the scope of employment to solve a business problem. Possibly outside of usual working hours, but if it’s by a salaried employee where doing work at home outside of usual working hours is itself a normal if not consistent part of employment, is probably not particularly significant.
That the employer later chose not to make use of it doesn’t change the circumstances of its creation; businesses often choose to not pursue use of exploratory work done by employees in the course of employment, that doesn’t surrender ownership of the work product.
And the version that was further developed within and in response to Uber business needs and actively used at Uber before the function for which it was used was terminated is an even clearer case (insofar as it is a distinct work from the original) of work-product (that it quite likely is also an unlicensed derivative work by Uber of proprietary Box code doesn’t mitigate that, though it puts Uber in the position of potentially being both a beneficiary and victim of IP violations.)
> which appears to be that it was written by an employee within the scope of employment to solve a business problem.
An imagined business problem.
If the code wasn't relevant to their actual business practices, that's quite relevant. They not only didn't want that code, they didn't want anything like it.
As for the modifications for Uber, that's not what I'm here to contest.
No, it’s not relevant. Seriously, go consult a lawyer in this. I have. They’re very consistent on this point because there are tons of case law regarding it.
There are a massive number of examples of patent and copyright litigation stemming from work done for one employer, who rejected it, then the employee goes off and founds their own company and gets successfully sued.
Fairchild was unique in that they had claim to the IP that their employees wanted to use in new startups, yet they decided not to follow through and allowed the employees to start their own companies. They could’ve prosecuted but didn’t, and as a result we got Silicon Valley and the culture that surrounds it.
But it’s no guarantee that that your employer won’t pursue a copyright claim they are perfectly within their rights to do. Don’t assume your employer is Fairchild.
You misunderstand. When he wrote the code, which was related to the company's business, the company owned it. Even in California. He couldn't have "intent to donate the code" because he didn't own it in the first place. The fact that he "intended to donate it" demonstrates that it was related to the company's business.
From a practical perspective, even if you think they don't own it, do you have the money to argue that in court if they decide that they do?
IANAL. If you are having issues like this, get legal advice from a lawyer. Not HN.
Relatedness is relative but I'd argue against it here. They didn't have functionality like that, and they didn't want it.
> The fact that he "intended to donate it" demonstrates that it was related to the company's business.
...yes, that's my point. We're using that intent to make the decision that it's covered. That doesn't seem like a good way to decide whether it's covered.
If he just made a web spreadsheet and did nothing else, people would shrug.
I built a side business that makes five figures of MRR that started while I was at Box and continued through my tenure at Uber. It's still going. If anyone was going to sue anyone about anything, it wouldn't be my shitty spreadsheet library.
The author explains how analyzing and presenting data was worth millions of dollars. The author documents how a senior executive instructed him to write excel. It is clearly their core business. Also, and this comes back to the fantasy/denial/wishful-thinking aspect here, neither I nor the law says core business. That's a word that you added. If you did it as part of your job, then it is, by definition, part of their business.
I am also nearly 100% certain we can look back at this comment in 20 years and find nothing happened, but only because nobody will take this code and make a billion dollar business. If they did, I guarantee there would be a law suit.
Literally today I was in a fireside chat where the speaker told us the IP law department at a previous employer brought in a couple billions in revenue by suing for infringement.
Is there any other industry where workers are so beholden to their employers that they cannot simply create something of their own without fear of legal action?
How did we get to this point as an industry and how do we change this destopia?
Kinda the other way around. California has a law that states such contract clauses are unenforceable. I could show you that. Washington State does not.
I’d recommend you update the article on those two points, because because as it is now, the article makes it sound like you stole code from both Box and Uber.
I don’t think its relevant that the code is old. The code is owned by the entity that’s paid for it. I also found that party of the essay really surprising.
This seems like a reasonable amount of pragmatism. As with most things in contract law, it's not meaningfully illegal unless some claimant is actually going to enforce it. You give enough context in the post to alert at reader that they should be careful of using it.
