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Dear Forum: Obtaining a copy of a contract / work agreement

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Several years ago I designed work for Company A, who have stated in writing the work I did was carried out on a freelance basis.

 

I have showed this work on my own website, with full knowledge and written consent of Company A, for a number of years.

 

Company A now demand I remove the work, alleging the terms of my contract mean they can pursue legal action if I refuse. But I have no copy of a contract, or a Non-Disclosure Agreement, and don't recall ever seeing or signing either.

 

I have spoken to Company A's solicitor, who claims not to have seen the contract. I have no idea what the terms of this contract are – or if it even exists, but it is being used to pressure me into action.

 

I'm aware that a former employee can request a copy of a contract from an employer, and that they have to respond within 40 days for a nominal fee. Can a freelancer do the same?

 

Thanks in advance.

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If they want to pursue this, they are going to have to produce a signed contract at some stage.

 

Just ask them for a copy.

They can easily say that they don't have one, but then they'll have no case.

 

I trust that you still have your copies of their consent?

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Several years ago I designed work for Company A, who have stated in writing the work I did was carried out on a freelance basis.
Is there anything in that writing about the ownership of the rights in the work which you designed?

 

That goes to the heart of the matter.

Company A now demand I remove the work, alleging the terms of my contract mean they can pursue legal action if I refuse. But I have no copy of a contract, or a Non-Disclosure Agreement, and don't recall ever seeing or signing either.

 

I have spoken to Company A's solicitor, who claims not to have seen the contract. I have no idea what the terms of this contract are – or if it even exists, but it is being used to pressure me into action.

So, as it's clearly a letter of claim (or its equivalent), Company A's solicitor should be aware of the Practice Direction of the Pre-Action Conduct section of the Civil Procedure Rules 1988.

 

Paragraphs 3 and 6©, to be precise

3. Before commencing proceedings, the court will expect the parties to have exchanged sufficient information to—

 

(a) understand each other’s position;

 

(b) make decisions about how to proceed;

 

© try to settle the issues without proceedings.

 

Steps before issuing a claim at court

 

6. Where there is a relevant pre-action protocol, the parties should comply with that protocol before commencing proceedings. Where there is no relevant pre-action protocol, the parties should exchange correspondence and information to comply with the objectives in paragraph 3, bearing in mind that compliance should be proportionate. The steps will usually include—

 

(a) the claimant writing to the defendant with concise details of the claim. The letter should include the basis on which the claim is made, a summary of the facts, what the claimant wants from the defendant, and if money, how the amount is calculated;

 

(b) the defendant responding within a reasonable time - 14 days in a straight forward case and no more than 3 months in a very complex one. The reply should include confirmation as to whether the claim is accepted and, if it is not accepted, the reasons why, together with an explanation as to which facts and parts of the claim are disputed and whether the defendant is making a counterclaim as well as providing details of any counterclaim; and

 

© the parties disclosing key documents relevant to the issues in dispute.

, under which Company A/their solicitor are supposed to send you copy of all documents required for you to fully understand their position and claim.

 

I.e. including that alleged contract.

 

I suggest that you lawyer up ;)

 

I have showed this work on my own website, with full knowledge and written consent of Company A, for a number of years.
Make sure you have that written consent, and that you can prove its lasting effect between the relevant dates (at least from the original written consent you claim to have, until their recent cease-and-desist). Edited by L00b

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I wouldn't worry about getting a solicitor at this stage.

 

As we are talking work on a website I'm thinking photography, design, type of work.

 

You own the copyright to the artwork (if website code you would own that too as long as it is your own code). The copyright is only transferred over if you either explicitly transfer it over, so for example "here is the artwork and you have the copyright to it" or it is in mentioned that copyright will be passed over to the client in the contract.

 

If you have handed over copyright then they still need to prove it. If you have and still have the written proof you can use it then I would send a copy of that to their solicitor.

 

If you have lost it then ask them to provide the contract signed and dated by you. If they can't provide any evidence then copyright still belongs to you.

 

It is not up you to prove anything at this stage. They are the ones making the claim so they need to provide evidence to back up that claim.

 

Just re-read your post and you mention design!

 

The worse thing that could happen is that you have to remove the work. If they were to seek damages then they would have to prove losses which is easier said than done.

 

At this stage don't panic. Sending a threatening letter is often as bad it gets, often companies know they haven't got a leg to stand on but they know a solicitor's letter with lots of long words will scare the average person off.

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Great advice here. My own view is remove the design from your website and concentrate on where your future business is going to come from, this could be a costly and unnecessary distraction.

 

All the best.

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Can you just put in a SAR to them? It is free now and they have to reply within 28 days.

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Can you just put in a SAR to them? It is free now and they have to reply within 28 days.

 

They can charge a fee of up to £10 though some organisations do not bother. Also I'm pretty sure the timeframe is 40 days unless it has very recently been changed.

Edited by Sheffield87

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They can charge a fee of up to £10 though some organisations do not bother. Also I'm pretty sure the timeframe is 40 days unless it has very recently been changed.

 

They can but under GDPR it will become free and a 28 day timeframe. Most (certainly bigger) companies have adopted already.

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Thank you to everyone who replied (I'm the OP of this thread).

 

-

 

I removed the work, reasoning it was old and not essential for my business. However, I wanted to know if Company A's legal threats were justified, so I requested the contract - which I strongly suspected didn't exist - and other information with a SAR. Company A's director then:

 

  • posted abusive messages on social media, along with abusive emails (I didn't respond)
  • refused to provide contract details
  • threatened to discredit me with my employer and industry peers

 

Eventually, after much discussion, Company A's director admitted:

 

  • there was no contract or NDA
  • there was no transferral of ownership, or waiver of my right to be identified as author
  • involving a solicitor was unnecessary
  • his abusive emails/ social media posts were unreasonable, untrue and unprovoked

 

Finally the director apologised... then asked if I'd like to continue displaying the work on my website. That was roughly the moment my jaw hit the floor. No thanks.

 

-

 

I'm left with one question:

 

If there was no contract between us, what basis exists for Company A to make legal threats?

 

Company A's director claimed his solicitor 'found a way' — but couldn't/ wouldn't explain what this was. Something doesn't add up.

Edited by Thank You
Simplified

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Thank you to everyone who replied (I'm the OP of this thread).

 

-

 

I removed the work, reasoning it was old and not essential for my business. However, I wanted to know if Company A's legal threats were justified, so I requested the contract - which I strongly suspected didn't exist - and other information with a SAR. Company A's director then:

 

  • posted abusive messages on social media, along with abusive emails (I didn't respond)
  • refused to provide contract details
  • threatened to discredit me with my employer and industry peers

 

Eventually, after much discussion, Company A's director admitted:

 

  • there was no contract or NDA
  • there was no transferral of ownership, or waiver of my right to be identified as author
  • involving a solicitor was unnecessary
  • his abusive emails/ social media posts were unreasonable, untrue and unprovoked

 

Finally the director apologised... then asked if I'd like to continue displaying the work on my website. That was roughly the moment my jaw hit the floor. No thanks.

 

-

 

I'm left with one question:

 

If there was no contract between us, what basis exists for Company A to make legal threats?

 

None whatever. Sounds to me as though he's running scared. Make him sweat. Tell him you're considering suing him for defamation. :)

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None whatever. Sounds to me as though he's running scared. Make him sweat. Tell him you're considering suing him for defamation. :)

 

No, walk away

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He’s got a reputation for aggressive and violent behaviour when things don’t go his way, it’s a surprise his company has any clients at all.

 

I don’t want any more contact with him - he disgusts me. But I’d still like to know if there was any legal basis for his initial request.

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