Re: RISC OS Upgrade CD announced

druck <news@xxxxxxxxxxxxxxxx> wrote:
That's just not the way contract law works, don't let Aaron take you for a
fool.

druck, would you mind trying to not stop this becoming personal? I know
this debate is complicated, and different people come to different
conclusions. They're entitled to their opinions, so can we try to stick to
the facts as we know them (or understand which are unclear)? I know lots of
people are upset, but if we rub each other up the wrong way it won't help
anyone.


Here's my attempt to make sense of the situation. Let's try an analogy...


I write a textbook.

I sell some rights to make changes and publish it to publisher A. Publisher
A publishes it in the US market. In the contract A is obliged to submit
their changes back to me for the first N editions.

Meanwhile I make my own changes, and combine them with those received from
A. Eventually I sell my rights to publisher B. Publisher B is entitled to
make their own changes and publish their own version. B initially publishes
it for the Australian market but then decides to launch a copy in the US
market.


So the questions we want to ask are:

1. What rights were sold to publisher A?
2. What rights were sold to publisher B?
3. What restrictions were imposed on A?
4. What restrictions were imposed on B?
5. At the end, who owns the copyright on the original text as written before
any amendments made by A or B?
6. What claim does A have on the work I did after I signed the deal
with A, but before the deal with B?
7. What claim does A have on work B did after the me/B deal?
8. What claim does B have on work A did after the me/A deal?
9. What claim does A have on the whole thing?
10. Do I have any residual rights that I did not pass to A or B?
11. What impact does B's launch in the US have on A's rights? Is it an
infringement, and if so what is the recourse?


A. Now without having seen the contracts there are many things I don't know.
To me the critical question is the answer to Q5. To whom do Acorn's
copyrights belong? Is it ROL, Pace, Castle, E14, Broadcom, ARM or Morgan
Stanley?

B. The general principle is that the copyright holder can do whatever they
like with their IP. But they may be bound with other contracts (Q6/7/9).
If a) the me/A deal binds me not to publish the book in the US market and b)
all rights and obligations are transfered from me to B, then B must abide by
that obligation (apart from certain other legal principles, which we won't
go into here). If B does not then we have to look at the small print of the
answer to Q11 to find out what happens. If it doesn't say, A must sue B for
breach and the court will decide the recourse.

C. That aside, let's assume that I retain the copyright when dealing with A,
and that A only receives a licence to do certain things. If that's the
case, I'm free to pass on the copyright to B if I wish. If I do that, B
will inherit the copyright on my work and B's work. They will not inherit
the copyright on A's work, and must abide by the licence A gave me for their
changes.

D. But if B wants, they can reverse A's changes and publish it anyway. This
new version will have nothing that is A's work and so A cannot impose any
restrictions on that publication (except the conditions of domain of
publication, Q11 again).

E. On the other side, if B has copyright then A does not have full title to
the book. A cannot take B's version and publish it as their own. A can sue
for damages. A can attempt to get an injunction on B to prevent them
publishing [I think, ICBW]. Without an injunction they cannot stop B
publishing. They cannot sell B's copy as their own.

F. [This where I get hazy]. I think damages would be proportionate. Let's
say McCartney sued Lennon. The court might decide that Lennon wrote 60% of
song X and McCartney wrote 40%. So Lennon would get 60% of the royalties.
If McCartney merely pointed out the spelling mistakes, Lennon might get 99%
and McCartney might get 1%.


Now, put in me=Acorn, A=ROL, B=Castle. That makes the assumption
[assumption #1] that Acorn, E14 and Pace were keepers of the same rights:
they're one entity ('me') for the course of this discussion.

If copyright flows down the Acorn->E14-Pace route [assumption #2] and
copyright passed to Castle [#3] then we're in the territory of paragraphs
C/D/E/F above. Therefore I come to the conclusion that the copyright is
Castle's but that ROL may have some residual rights to RISC OS 5. They
cannot stop Castle publishing without legal action. Judging from the CVS
commits the percentage of revenue due to ROL is more like 1-2% than 60-70%.

BUT we don't know what happens in the eventuality of breaching the E14/ROL
agreement (Q11/paragraph B). So we first would need to find out the terms
of a breach, and then the recourse in that case. The recourse could be many
things, so it's not worth speculating.

Next question: did ROL receive the copyrights in their agreement with E14?
My assumption [#4] has been not, given the restrictive clause preventing
them from working in the STB market. I can't quite remember the timing, but
STBs were big business and E14 would have been giving away their crown
jewels. But they may have done [#5], either due to a slip of the lawyers or
because silicon was E14's main gameplan and perhaps STBs were a distraction.
If that's the case, ROL would hold the copyrights and could dictate terms to
E14/Pace/Castle (modulo whatever E14 and successors were allowed in the
E14/ROL agreement).

Final question: maybe neither ROL or Castle have the copyrights and they got
lost somewhere along the way [#6]? Castle seem to behave like they own
them, but perhaps the final title got left at E14/Broadcom/Pace/ARM/Morgan
Stanley. None of the above seem motivated enough to care. In this case
maybe we will never know.


The bulk of the ownership of RISC OS comes from the work Acorn did (up to
'RISC OS 3.8' which is the last mutually-agreed version number). Whoever
owns those copyrights controls the OS. ROL's and Pace/Castle's changes are
worthless without Acorn's work.

So, if we make assumptions 1/2/3/4 then Castle own the bulk of RO5. If we
make assumption 5 then ROL own the bulk of RO5. If it depends on the terms
of the agreement for ROL to have exclusive rights on the desktop, then it
depends completely on that agreement. If we make assumption 6 then nobody
knows and only winners are the lawyers.


Theo
(I am very much NOT a lawyer)
.

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