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Company owner A sells a set of training ideas and written lesson plans to Company B.
Company B goes bust. 4 years ago. Full insolvency. Insolvency company hasn't answered my calls or emails.
Old company owner A offers my company all the old files and resources.
Where do we stand with the IP...?
That would depend entirely on the original contract between A and B and if the IP rights were transferred as part of the sale.
Just because you pay to use a thing doesn’t automatically confer ownership
IANAL obvs.
Would Company A still be offering the stuff to you if Company B was still trading?
Depends what was agreed in the contract. Funnily enough twice this year I've been asked to agree to a set of terms and conditions that wanted all IP rights. It was a standard set of T&C's a lot of which didn't apply to me. I asked for the IP stuff to be removed which they agreed. I keep all IP so can happily sell something to company B then sell it again to company C. Only exceptions are if they supplied images or content and obviously any logos.
Would Company A still be offering the stuff to you if Company B was still trading?
No they wouldn't.
According to company A, and a letter they forwarded, Company B bought stock of printed books, digital files and the rights to use a project / brand title. They paid £12k, of which £9k was book stock.
There doesn't appear to be a great contract, just this letter.
Company B didn't ever use or sell the product.
Both companies were (very) small businesses at the time.
Depends on all sorts of stuff. IANAL but I am familiar with IP sales in insolvency.
- What were terms of sale A to B
- Were there any reversionary rights on failure of B for IP to go back to A
- Has the IP been sold by the insolvency practitioner who dealt with B to a third party
- Is B now dissolved without IP being sold
If the insolvency practitioner has sold the IP then it should be disclosed in a progress report - look in the main body especially if a sale of business took place, in the receipts and payments - chances are it would be a separate line (could be called a few different things from your description). Look also in the work activity detail that should be/will be accompanying the time analysis (usually tucked in an appendix).
PM me company name for B if you like and I'll take a look tomorrow night very quickly. The insolvency itself will be public record as will the reports.
Has the IP been sold by the insolvency practitioner who dealt with B to a third party
I read all the papers at companies House. The items were not listed in the disposals/valuations/recovery plan. Nothing of Business B was sold as a going concern.
The Insolvency comment basically sold the furniture and IT equipment and went after any debtor, then paid the staff (some) of the wages they were owed.
As Perchy says it all depends on the terms of the agreement between A and B. It certainly wouldn't be unusual for A to simply grant a non-exclusive license to use the materials. As I understand it even if B had explicitly commissioned A to do the work the copyright ownership would not automatically have been assigned to B. The words "rights to use" suggests that is all that the letter was agreeing, not conferring ownership. Even if the original agreement had been an exclusive license - they would usually lapse on liquidation of the licensee, although that would need someone to read that letter to really be clear. Given the values you suggest I would (a) be surprised if the IP had been transferred for £3k - its giving away the family silver; (b) that anyone would ever pursue this, especially given the length of time.
If I was in your shoes (and I assume you are asking because you actually want to use the materials if you can), I would be seeking a Indemnity that the IP is theirs and they are free to license (or assign) it to you and will cover all costs arising if that turns out not to be so. If they have legal advice they may try to reduce that to a Warranty which technically is not so good, but for such low value stuff might be of little concern. Either way you'd want a professional to draft / review those clauses. This may cost as much as the value of the work!
I'm not surprised the insolvency practitioner has no interest. The reality is their objective is to wind up the company as quickly as possible, making sure their fees get paid. They have very little interest in selling complex stuff like IP, unless its seriously valuable (you are missing a couple of zeros!). My very limited understanding is that when a company is liquidated and the insolvency practitioner has finished their task (which after 4 yrs I assume they have) that any assets which haven't been disposed of, technically become Crown property. So IF they own the asset and it wasn't sold by the Liquidator you could buy (or license) it from the crown. The exact department is different in Scotland from England. I'd be amazed though if the crown wasn't keen to run a mile from such a potentially complex case with such little value.