Author here. The code was originally written outside of work hours. I offered the code to Box and they didn't want it.
If Uber wants a few thousand lines of JavaScript from over half a decade ago that didn't originate with them and that they used for less than a month, they can send me a letter.
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.
I was also absolutely gob smacked at this. Will they care? Probably not. Are you putting yourself at the absolute mercy of them deciding not to care? Absolutely.
I would have a hard time sleeping... like this would be like being in IT and knowing the backups were bullshit.
“Work hours” are less clear for salaried workers who may or may not take work home: if it was written to solve a problem for the employer, reviewed with other workers at work, but ultimately not further pursued the status seems murky.
The later derivative that was actively used by and updated for the requirements of another employer during the coarse of work seems to more clearly their property as a derivative (but also murky because it is potentially an illegal derivative of the earlier work, if that was owned by the earlier employer.)
That's not what happened here though. For salaried workers everything you do that is related to your job is owned by your job. That's the default even if your contract doesn't state it. He may not have been directed by his boss to make the code for Box, but he did it with the intent of helping Box's business, as a salaried worker. That makes it Box's property.
But even if you are unconvinced of that, work was clearly done on it on company time at Uber, where it was deployed as part of Uber China's business infrastructure. That work is absolutely owned by Uber (with maybe also some claim by Box). Not owned by OP.
It depends on your employment agreement or contract. Most contracts I have seen say that any IP you develop related to what you're doing at work is the employers.
It only depends on your employment agreement in the other direction. Work done for hire is by default owned by your employer under federal law. For salaried employees it doesn't matter if it is done during working hours.
The employment agreement can give up this right for things not related to the company's core business, and I usually insist on that in my agreements. But that is not the default behavior.
I usually insist that personal and open source work done outside of the product areas I work on are not company owned. Otherwise if I work on financial software at a bank, and then at home I work on defi/blockchain based financial stuff, I could be setting up a liability for me or my users.
Now I understand what you are saying, and no. For a salaried employee it pretty much covers everything you do that is related to your job, with that “related to your job” being interpreted very loosely, or done with company equipment or on company time.
It’s pointless to worry about being sued by a large corporation. If they want to bankrupt you, they always can, regardless of whether you did anything wrong or not.
We are like ants to them, they can squash us at any time, but most of the time we are too small to worry about.
Cool -- if one of the companies wants to issue a takedown request, they're free to make the case for it.
It's funny there's this idea that a company _might_ be potentially injured over code they do not want or know they had being made open source by its actual author, even though many of those companies will gladly use open-source tooling without ever contributing anything back.
Perhaps more soundly, though, in California – where Uber is headquartered – IP/Copyright for code is a huge legal question that the state and federal Supreme Court has no clear answer to. Sure, you obviously can't secretly clone Uber's entire stack, slap a new company logo on it, and start up as a competitor. But if you, as an author, wrote some code for a company under an IP agreement, then no-longer worked at said company, and then later adapted and expanded upon that code (or even started over, with the knowledge of what you learned from others' work): are you, at the originator, not legally allowed to be inspired by your past work? That's not something you, me, or even the company could decide.
There are gray areas but I do not think you are in one.
> and then later adapted and expanded upon that code (or even started over, with the knowledge of what you learned from others' work)
These are extremely different scenarios. Starting with a copyrighted material and modifying it is not at all the same as reading material and starting over. The first is violating copyright, the second is a derivative work.
If I read everything correctly, what you describe doing is taking code owned by the first company and modifying it for the second company. That’s not at all a gray area. It’s a copyright violation. You the engineer sign away your rights to the code when you built it for company 1 while employed by them. Their employment contract for-sure states they own any work produced by you during your employment, and you agreed to this.
If the first project was done off of company time, posted publicly on a private account, you might have a claim to the rights.
I know you’ve dug your trench too deeply to change your mind at this point, but anyone reading your comments should know what you did was technically illegal and can get people in legal hot water.
I wrote the comment above, though I'm not the author of the code that you appear to think I am. But I am in agreement with him.
> Their employment contract for-sure states they own any work produced by you during your employment, and you agreed to this.
There are many open legal questions as to where this line is drawn. Surely the line falls somewhere between "every character I've ever typed on a keyboard" and "the verbatim code". I personally don't think he's crossed it. IP ownership is much more complex than portrayed in HBO's Silicon Valley. That is my opinion.
Furthermore, when I worked at GitHub (now acquired by Microsoft, so I'm sure things have changed drastically) -- there were very lax IP ownership agreements in the employment contracts around code ownership, because the legal department was worried that if found in any way conflicting with California law it would render the entire IP claims null and void (which does have precedent in California).
The point is we don't know, and I think OP would know better than us if it was disallowed or not.
Like many things in this area, the answer is usually "You'll find out if you want to go up against an army of lawyers". The last three companies I worked for all claimed ownership of any IP I create, on or off the job, using company's equipment or using my own equipment. One of them explicitly called it out during the interview: You will have to stop working on open source or publishing side projects when working here. Can they do that? Maybe, probably not. It doesn't matter because I do not plan to bankrupt myself fighting their lawyers.
Regardless of the fact that California is much, much more strict in what they allow, to the point where oftentimes a company’s lawyers won’t even try:
Fine. Don’t fight, I agree, that would be an unfair fight and a waste of time/money.
The US court system requires a “good faith” effort to settle the issue before it enters the legal system. A cease and desist for example— whatever it is, you’d have plenty of time to simply decide it’s not worth it and remove the code once they take notice.
IANAL: In California they cannot, unless it is related to the employer's business (so if the employer is Apple, Google or AWS, they probably can). In most states they can.
I'm not sure how we weigh up the morals here. If you've done something using a companies resources (laptop, desk, chair etc.) and they're paying you and the contract says they own it I don't see how you can have a moral high ground. Maybe there should be some way to allow these ownership concepts to expire so that society benefits overall but right now we don't have that.
At one point in the article there is a photograph of a chair in the uber hallway and a caption indicating that the couch in the picture (or one similar to it) was where most of the work was done for this project.
When property does not serve its purpose it is no longer morally binding, just legally. And that’s if you convince me proprietary code ownership has any moral standing at all. Sometimes, I follow the law not because it’s particularly the right thing to do but because I don’t want to get in any trouble.
Different person, but when I asked if I could publish code as open source (where appropriate), I was told that that’s fine, as long as I don’t associate it with the company in any way (e.g. non-company specific stuff is ok).
So come on man, let’s be honest here. I got serious sacred masterpiece vibes from this story.
This reminds me of some Hindu parable about people who let go of possessions and head out to become ascetics. So there is this wealthy man and wife and the wife is all upset because her brother keeps insinuating that he’s gonna go ascetic and cut loose. The husband tells her to stop her crying and don’t worry about it, he ain’t going to do it. The wife asks him: ‘but how can you be so sure?’ Because, the husband says, this is how you do it, and then and there he rips open his shirt, tells her “you’re my mother” and heads out to the woods.
It's almost as incomprehensible as a Zen koan. I think the husband is showing the difference between talking and doing by, well, doing it. A radical way to demonstrate it.
What an utterly bizarre story. What’s the point of it? Why is the wife upset about her brother? Why is the husband so sure the brother won’t do it? What’s the significance of his little performance at the end? Why is the wife the husband’s mother, what does that have to do with anything, considering the issue is with the wife’s brother? Why don’t we get to see what the wife’s reaction to the husband’s stunt is - is she convinced by his actions, or is she as baffled as i am?
Did I just fall for a chat gpt generated nonsense fable?
It's a simple twist ending. The twist is that the wife was worried her brother would become an ascetic - but the person she should have worried about, the person who was planning to and did become an ascetic, was her husband. The performance is his declaration of asceticism, and the "you're my mother" line is a stock part of it, essentially meaning I renounce sexual attraction when said to your (former) partner.
I put one (possibly wrong) interpretation in an earlier comment.
As for the mother part, in many Hindu traditions monks and voluntary celibates are encouraged to see all women the same as their mothers, to remove temptation. Now he's an ascetic ergo his ex-wife is like a mother to him.
The cryptic yet amusing tone is much like a Zen koan, not a Hindu parable.
I think the wife is upset because "going ascetic" means cutting off contact. The husband is sure he won't do it because the brother is talking about it instead of doing it, which he demonstrates.
It feels like there should be more to the lesson learned than, "people who have decided will act, people who haven't only talk," but I am not quite grasping it. Maybe the other part is, "and worrying about things you cannot change harms yourself," or something?
That’s really not how it works. Ostensibly by showing it to box, it was written for box, and they would be well within a standard of legal standing to make your life a living hell for taking it elsewhere. You should really be more careful with what you say.
Why would you wontonly open yourself to legal liability? You say “they’re free to come after you” but you really _really_ don’t want that. Ive seen that happen to friends and the stress almost killed them.
You know, you're totally correct that they're well within their right to do... something. But why? What damages could they collect? It would take far less cash to rewrite the library I made from scratch than it would to pay lawyers to write some scary letters. There's no trade secrets. It's not even a novel idea. It would be terribly expensive and embarrassing for either Box or Uber to try to juice this even if they were motivated to. Hell, I'm technically still an active contributor to one of the OSS projects Box uses and maintains—absolutely treacherous ignorance that doesn't make me lose a second of sleep.
It’s not really about trying to figure out why they would do it. Think about pointing a loaded gun at your face. No one else is around and your hands are nowhere near the trigger. Would it be a good idea to do it? Most people would say no, because _why risk it_?
You had no good reason to tell us the origin of this other code, and could just as well have told us you threw it together a while back for shits and giggles. Or said nothing about it at all! But by writing out precisely why (in a very legally damning way) on your website, you’ve completely exposed yourself to litigation. You’re pointing the proverbial loaded gun at your face. And as far as consequences go, facing down a vindictive or irrational former employer in court is pretty close to that metaphor.
Depends on the contract but the most I seen stipulate not working hour but context of the work. If it was made by instructions of the company for the company and you got remunerated for that then it is not yours to do whatever you please with it. Better check your contract in details.
Example: "All Intellectual Property Rights with regard to Developed Materials will be exclusively vested in and owned by the Company." (with additional data protection and confidentiality clause protecting company property)
Sergey Aleynikov (born 1970) is a former Goldman Sachs computer programmer. Between 2009 and 2016, he was prosecuted by NY Federal and State jurisdictions for the same conduct of allegedly copying proprietary computer source code from his employer, Goldman Sachs, before joining a competing firm.
If Uber wants a few thousand lines of JavaScript from over half a decade ago that didn't originate with them and that they used for less than a month, they can send me a letter.