I'm trying to figure out this scenario -
- Company X (US based company) agreed to do a Joint Venture with an individual (let's call him B, he's non US citizen) to create a software product. X were to provide sales and B were to provide product development.
- Company X agreed to pay B a fixed monthly salary for development.
- B would get a % of sales when the product is sold.
- B began working on the product development before any agreements were signed by X (on good faith that the agreements will be signed soon).
- At some point, B asked X for a computer with certain configurations but X provided a computer with lower configurations that was never used by B (even though the computer stayed with B and B had made it clear that it was not the required configurations).
- X had no inputs in development of the product other than some very basic discussions regarding layout at the very beginning of the project.
- Now, over a year has passed and things stand at -
- The product has been built by B (but not buyers yet)
- B was never paid by X (no monthly salary or any monies whatsoever) so far (B working on good faith that payment will come).
- No agreements have been signed so far (B working on good faith).
- Now there are now disagreements over the terms of contract (for example X claiming B's shares are dilutable etc and X is basically trying to discount B's work and claim ownership of the product).
Now, who owns the product? Is it owned by X because X provided the computer requested by B (even though it was not exactly what was requested by B) and because of some vague layout discussions at the beginning? Or is it owned by B because B never got paid and there are no signed agreements?