We developed a demo for a client, who after the last meeting went silent and elusive claiming to be busy at our every request. After a year he launched the new website which was a copy and paste of our demo shared via link on our server and claimed the website was done internally. In using our work they implicitly accepted our offer but we hadn't discussed pay as they went silent.

It is obvious they had changed their minds on continuing discussions on pricing terms (which were next on the table since we had exceedingly and satisfactorily completed all they had asked for the project) because they intended to fraudulently copy and use our source-code free of charge. So in light of this intentional frustration, can court enforce this contract in law? bearing in mind that contract law and related legal fields are intended to provide for the orderly transfer of rights from one person or organization to another.

  • Are you saying they stole the source code, or just the design? If the former how do you know?
    – feetwet
    Jun 1, 2016 at 17:39
  • Yes they copied the source-code, coz; 1) we shared a link with them and made several presentations and modifications with them, 2) apart from the exact same look and feel, some text is still visible as was on our demo, 3) a close look at the sorce-code shows 90% similarity.
    – semax
    Jun 1, 2016 at 17:48

1 Answer 1


Yes, a court can enforce an implied contract, as established in Baltimore & Ohio Railroad Co. v. United States.

In cases in which a tortfeasor has taken something without paying there are various common-law "property torts" under which one can sue for damages and compensation.

And in cases in which intellectual property (both design and source code) have been taken without license one can claim damages under copyright law.

  • Thanx @feetwet true an implied contract can be enforced but some say only and only if material terms like cost are agreed upon I. E . Meeting of the minds. My qn here is we didn't have chance to discuss cost coz, the client elusively frustrated the process. Am wondering if this can be an exception to the material terms condition.??
    – semax
    Jun 1, 2016 at 19:14
  • 2
    @semax - That's why, given the facts you asserted, I suggested that a violation of property rights would probably be pursued under the other legal theories I listed. The example you provide is not particularly suited for exploring the limits of implied contract law.
    – feetwet
    Jun 1, 2016 at 19:17

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