Programmer Refusing to Supply Source Files

[calmestghost]

I've had a program built in .NET, bought and paid for. I made it clear several times that I needed the source files throughout the whole process, which should be a given anyways.

We of course have him make the updates and since he built the program and we'd like him to continue making updates, but in case he dies or otherwise disappears we need to have our source files for our program.

He's trying to say that we would need to pay him extra to receive access to our source files for our program, but that it's not for sale!

Does he have any right to do this or this completely ridiculous? Without the source files this in fact renders the program useless if it stops working, could we demand a refund and take legal action if he does not provide our source files.

What he's doing would be essentially like a graphic designer designing a logo for someone and then printing the logo and mailing it to them, but not providing the final design PSD, it's insane.

So my next question is; if I can't force him to provide our source files, is there a way to open the program up or bust it apart to retrieve the source files? It's an MSI file.

Any input would help, thanks guys.

[Dan Schulz]

Quick question as I move this from the .NET board to the Business and Legal Issues section of the forum. What does your contract with him say about the copyright. Do you own the files, or does he?

(And please tell me you DO have a written contract with this guy...)

[Mittineague]

I made it clear several times

AFAIK, if the written contract differs from your "verbal contract", the written contract has precedence.

[calmestghost]

Essentially.. yes. We have so many emails back and forth that it constitutes an agreement according to The Digital Millennium Copyright Act. Yes, go ahead and move it. Sorry, for posting in the wrong area.

[yenerich]

Essentially.. yes. We have so many emails back and forth that it constitutes an agreement according to The Digital Millennium Copyright Act. Yes, go ahead and move it. Sorry, for posting in the wrong area.

Oops!

It will be very hard to make this as a valid agreement.
You better try to find out if there is something else, that he can use trying to prove something different. However, try to not destroy or damage the realtion, because you have the most risky part.

I am a developer, and i am asking myself if this was not really clear from the begging. Its sound strange from the developer point of view. Try to find if in somewhere he states that he only deliver binaries.

If he give you a cheap price, usually is because the developer keeps the sources. But if he get a good payment, possibly he was suppoused to send the soruces. This is not a "rule"that helps i any way in the legal stuff. Im just wodering what does the developer understnd at the beggining, and in much cases the price can show us what does he understand about the treat.

[calmestghost]

Also, I provided a Word Doc and PDF with more information where I declared that I would need source files, this was before he finished the project and before he accepted final payment. Wouldn't the fact that he finished the project and accepted pay under this circumstance constitute an agreement to provide source files?

The most important question that I have is when you have a custom program built, is it not standard to receive the source files, it is in every other field?

Also, does he even have the right to dispute what part of the program is mine and which isn't, I paid him for the whole thing?

[calmestghost]

Here's the thing.. regardless of what I paid him, he never had any stipulations.. I was the only one who had stipulations and he agreed to all of them.

I've remained polite throughout the process and I've been paying him for updates. It's like he's holding my source files hostage and he also charged me way more for the last updates even though we had a strict agreement on price for ongoing updates.

Based on everything that I have and the fact that he would have to travel across state to come to court means all the leverage is in my court (no pun intended), but I'm not a sleazy person.. I don't want it to come to that.

This is just insane and I can't believe this is happening. Ever since I last contacted him for updates he's been acting very hostile. It's not that he thought he didn't need to provide source files, he just doesn't want to.

You can't reason with unreasonable people.

[amf45]

If you're in the same state, then you might have to file a claim in court in order to force the issue. You always want to sue in the place where the other person has the most assets, since that's what you are going to end up trying to take (in this case, as an alternative to receiving the code, you'll want to request return of your money and additional consequential costs from having to start the process over again).

And it's not "sleazy" to sue someone to uphold an agreement they made. However, you need to make sure your chain of evidence is clear that he agreed to deliver the code on completion of final payment. If he never did in writing, then you're screwed and you've just learned a very expensive lesson on how to manage a contractual relationship.

[calmestghost]

Well, I have much more to prove that he agreed to provide the source files then the absence of his intention to not provide them either verbally or written.

I'm just trying to imagine how a judge would interpret it. Because when it comes right down to it, he would have to decide in a tangible sense what was the price and what was the purchase.

I mean logically wouldn't the programmer have to prove that they weren't going to provide source files. A judge would probably look at it like if someone had a house built, isn't it implied that you are also purchasing the internals, running water, heat etc. etc. and that it's not like you just get 4 walls and a roof.

So here's the meat and bones of the thing:
It's my word against his so wouldn't he have to prove that he didn't intend on providing the source files?

I only ever said that I needed the source files.

And he never stated that he did not intend to supply them.

Essentially, those are the legal facts at hand correct?

[Dan Schulz]

Unfortunately, if your agreement with him says that the copyright and ownership of the files transfers to you (and you exclusively) upon completion, he's well within his rights to keep the source code. Not only that, but the judge would likely hold the same opinion as well, citing that the money paid was for services rendered, rather than the services and the source code.

[calmestghost]

But how can the source code be separate from anything. Everything that he did I paid him to do. I didn't just pay him to create a graphical interface that does nothing. I paid him to code, to create functionality.. everything he did.. I paid him to do.

It's not like he created a program on his own accord with his own creativity and then I purchased the rights to use this program.

Everything he did.. I employed him to do, I provided the graphics, the idea, the layout, how the functionality should work. I even got hands on with the coding a bit and walked him through what he needed with different ID's and how this would effect this and that. I supplied him with reference programs.

I basically provided all the materials and paid him to put it together / build it. If he didn't want to provide me with the source code, then it was his responsibility to say that he did not intend on handing over the source code as apposed to the several times I stated that I needed it.

When you order a hamburger you don't need to request a patty and veggies, it's implied that you'll receive that. This should be a pretty much clear cut and dry case.

When the judge asks me: "So did you express that you needed to receive the source files in the agreement?" my reply would be: "Yes, several times."

and when he asks the programmer the same, if he's not bald face lying his response should be something like: "Well no, but..."

"citing that the money paid was for services rendered, rather than the services and the source code"

Here's the thing, how are the two separate? The services were to code the program, the code is the work, the service that I paid for. And if that is somehow separate then he needed to bid me for separate projects or declare that the source code wasn't apart of the deal, that would in fact be unfortunate for him.

For the most part I think that I could win this thing easy, but the most important thing is that this is small claims court, not regular court.. meaning things are far more loose and the judge has more control, this could hurt me or help me.

But, here's what my case could be based on:

I paid for a project in full and only half was delivered so I'd be suing for half

So my case is to try and prove that the source files were included in the deal.

His case is to try and prove that the source files weren't included in the deal.

I think I by far have more evidence to my benefit.

[Mittineague]

It depends on if you are wanting to buy "exclusive rights" to the code. I think most developers draw upon a library of code to a greater or lesser extent. If I gave someone the source code and then couldn't ever use it again I would need to be very handsomely compensated. What I as a developer would be selling is not the source code, but my sevices to put together a package that implemented both code from the "library" and custom code needed for that package.

Your written contract should specify that you retain rights to the custom code, but usually that's about it. In other words, as a developer, I'm free to reuse code from my library, but not free to reuse code I've written specifically for you.

If however. you have clearly stated that he maintains rights to the code, I see no reason why he wouldn't provide the source for you, other than an attempt to preserve his own job security.

BTW. is there no way you can decompile the code yourself if you need to see the source?

As for who would need to do the "proving", you better check with the courts. You may find that if you press charges, the weight of proof falls entirely on your shoulders and he needs not prove anything.

[calmestghost]

That's just the thing though, I DON'T CARE.. he can use the code for whatever he wants in my mind. I'm not asking for exclusive custom rights, he could use all or part of the program he built for me on anything he wants. In fact he could slap a different name on it for all I care and try to make money off of it.

I just want a backup of my program.

I don't even make money off this program, I offer it free. I'm all about free and open source. I didn't even have a problem with the programmer up until this point and was going to continue to pay him for updates. I think I'm being very reasonable and now I don't want anything to do with this guy because of his behavior.

[calmestghost]

I don't know... can you decompile an MSI file?

[Mittineague]

In that case it sounds like he's afraid if he gives you the files you'll hire someone else, so he wants to keep you "in the dark" (or maybe he's ashamed of his work, or worse, has a "backdoor" in it). IMHO, you should decomplie the files back to source yourself and then do exactly that.
http://www.google.com/search?q=decompile+msi+file

[calmestghost]

Yeah, I'm looking at ways to do so now, do you have any suggestions? The irony is that I won't pay him for updates anymore now because of his behavior.

[calmestghost]

Looks like I can decompile it with the trial version of AdminStudio, is that about the best route? Thanks for all the help everyone.

[NightStalker-DNS]

Considering that this was posted in the .NET section, I assume its a .net program. Your best best would be to install it and browse to the install directory. Then using Reflector, you can decompile the .dlls or exe into a Visual Studio project.

Best option would obviously be to get the source files from the programmer, as im not sure how accurate those decompilers are.

Maybe speak to the coder and say that you dnt wana put him out of work and you still wana use him, you just want a backup.

Give it to him in writing, then there is no reason he would want to withhold source code. Unless he has some other intent, but I would then def try to find out what and why.

Good luck

[wwb_99]

Reflector is very accurate (it is just reads the MSIL after all), but it can be hard to read as it doesn't have things like meaningful variable names (those die on compilation). But it is better than nothing.

All that said, you really want the buildable source project rather than disassembled stuff in the end.

[amf45]

If you didn't have an agreement up front (with his agreeing to it and not just non-response) that you get the source files, you don't get the source files just because you think you get them.

I think this is going to turn into an expensive lesson in how to define the terms of a project. Either you get to decompile the source code -- which also might violate the developer's copyright on the code -- OR you pay to purchase the source code from the developer OR you get to start over with another developer and another relationship where you clearly define all the terms up front.

You should still consider suing the developer and using the suit as a negotiating position. You won't win the suit, but it might lower the cost of the source code.

Sorry that you're having to learn this the hard way.

[NightStalker-DNS]

Reflector is very accurate (it is just reads the MSIL after all), but it can be hard to read as it doesn't have things like meaningful variable names (those die on compilation). But it is better than nothing.

All that said, you really want the buildable source project rather than disassembled stuff in the end.

ok, i c. Good to know.

As a developer I must agree. If some1 pays me, I think they have the right to the source files if they payed me to write it.

My only problem would be worrying that you would get some1 else to work on it and I would be losing out.

Best bet is to consult a lawyer and show him all communications that you have. He will be able to advise you better than I can.

As laws are different from place to place

[shadowbox]

IMO, the developer is very much in the wrong. As you say, you paid for everything to be written from the ground up, so you should be entitled access to the source code.

Ownership of the source code is a tricky area as the developer will most likely want to ensure he is allowed to reuse code in other applications, but I feel that if someone is paid to develop an application from scratch, the client is entitled to own 'the application as a whole', which in turn gives them the right to have the source code and if they desire, have another developer continue working on it. If the developer wants to be so precious about 'his' application, he should develop the entire app in his own time and sell it as a ready-made app.

If there exists communication between you in which you disclosed your need for source code access, this can be just as concrete as a formal contract. The fact that the developer didn't stipulate his own license agreement regarding source code access (rather than ownership) should also be in your favour.

I would suggest you contact a lawyer and have them pick over the ins and outs and see if they can argue that it was a 'work for hire' agreement based on the written communication between you. If so, it's open and shut. If not, then they may be able to suggest a course of action that at least gets you access to the source code, rather than ownership.

[jdog]

Hi,

I certainly would think it depends on what the intention was when the engagement begins, it doesn't matter much what has happened throughout the process. Like many others here I think it should have been put in writing before work started.

Being on the programmer side and having done it for years, such suppliers carry a code base with them. It is impossible for me to not use it, it would simply drive me nuts to do everything from scratch again. I see the risk rather in this scenario: We work for company A and the for Company B, both using our code base for a project each. Company A buys Company B and sues us for copyright infringement. That is why I give a licence to the code: to do whatever you want with it, as long as I can do that as well.

Of course non-compete's are a completely different question that can be addressed separately.

HTH, Jochen