Companies often commission independent contractors to develop copyright works on their behalf. At law, copyright ownership will vest in the independent contractor unless there is express agreement to the contrary between the parties. Where reference to ownership of copyright is not made, the court may imply an assignment or licence for the benefit of the commissioning party but will not always do so and, in any event, will only imply the minimum necessary to give commercial efficacy to the contract or give effect to the obvious intentions of the parties. Two recent cases highlight the importance of remembering this when engaging independent contractors to develop works.
In Wrenn v Landamore, the claimant manufactured interfaces between audio equipment and car manufacturers and engaged the services of Landamore to write computer programs. A dispute arose between the parties concerning the alleged non-payment of royalties in respect of Wrenn’s use of the commissioned work. The Court of Appeal upheld a decision of the High Court in finding that Landamore initially contracted with Wrenn personally (rather than with Wrenn’s company) , and also upheld a royalties award to Landamore. The case highlights the importance of clarifying ownership of copyright from the outset and recording a licence in writing.
The case of Meridian v Richardson also involved a dispute arising from the commissioning of software development. It was unclear from the facts who owned copyright in the software which was used to provide financial forecasting. The High Court held that there was an insufficient basis to imply a term into the agreement that copyright in the work should be assigned to the claimant, and indeed it was not obvious to do so. The developer therefore retained copyright in the finished work and the Court of Appeal has now confirmed this decision. These cases provide a salutary reminder that ownership of copyright in a commissioned work should be considered and agreed upon prior to commissioning work.