Boss with No Ethics....or is it Shrewd Business? 1

[bigmig]

So we have been working on a prototype project over the past 18 months. This project pretty much single handedly kept our company from closing the doors this winter, and definitely kept my paycheck coming (a bit irregular but still coming). Our client had us sign nondisclosure documents, and had conversations early on that he wanted to pay us hourly, and that there was no way he would sells us part of any patent or idea. He wanted full rights to the design, both physical and conceptual (sorry if I'm not using the right words here). In short, the project was his, and he wasn't selling any of it to us through discounted rates etc and he made this clear to us by saying he would pay hourly.

With a couple bumps and blips, he has kept his word and paid.

Well this morning the client stops by and tells us how one of his business partners was trying to double cross his patent idea by going behind his back. The client explained how his patent was still protected and how the past partner and friend was now the equivalent of dog poo.

At lunch, I bring this up at a birthday luncheon as small talk. My boss casually replies that the client hasn't seen anything yet, and that my boss is planning on filing a concept patent over the top of our client without our client knowing it because my boss feels "we have been a big part of this thing happening".

My mouth hits the floor. First of all, I don't want to go into or get feedback about how "your boss can't do that", "patent laws" etc. My point is that my boss apparently has no problem sticking his foot right up the post end of the client who has single handedly kept me and my family eating last winter.

My boss is a pretty good guy for the most part,so this totally caught me off guard. He has made some "screw you" business decisions with me, others in our company, friends, contractors and now this client, so I should rephrase that I am 90% caught off guard.

I work for my boss as a "get it done" engineer, so I have a ton of daily contact with this client but don't make the "big decisions". In fact, I am mostly the person working with him. If he gets a hint that my boss would even think this, I can't even describe the shame I would feel looking the client in the eye right before he fires us.

I feel like telling my boss that if he does that I will quit on the spot. I don't want to work for anyone who can stab his client in the back.

 

[bigmig]

sorry about the previous monologue. My question is this: Is my boss right?

 

[MiketheEngineer]

I imagine a shrewd lawyer will say "NO" and his ethics "suck" in my opinion.

Was there a contract?? What did it say??

Start looking for a new job - cause one way or other I think this one(your job)is going away!!

If your boss wins - he has no money to keep working on the idea.

If your customer wins - he will be so mad that he will take it somewhere else!!

Sorry and Good Luck

 

[JohnRBaker]

Legally or ethically? If there was nothing in writing, he might have a 'legal' claim, but if what you say is true and he goes through with this, I wouldn't trust him with the time of day, let alone my future employment.

Note that this is just my humble opinon.

John R. Baker, P.E.
Product 'Evangelist'
Product Design Solutions
Siemens PLM Software Inc.
Industry Sector
Cypress, CA

http://www.siemens.com/plm

http://www.plmworld.com/museum/

To an Engineer, the glass is twice as big as it needs to be.

 

[MikeHalloran]

Get another job.
Then quit.
That's the least awful ending I can conjecture for you.


Mike Halloran
Pembroke Pines, FL, USA

 

[msquared48]

You do not want your professional reputation permanently negatively tainted with this crap - basically theft.

As Mike says, get the H8(( out, and fast.

Mike McCann
MMC Engineering

 

[rowingengineer]

I think you know deep inside what the answer is, you don't need us to tell you. you judge men on actions, you don't try to give you boss threats, you just judge and act.

ANY FOOL CAN DESIGN A STRUCTURE. IT TAKES AN ENGINEER TO DESIGN A CONNECTION.”

 

[jmw]

Agree with all the above.
The client sounds pretty savvy and I would guess he has this sowed up from the start and it was pretty clear he wasn't sharing any rights.
That also means any developments that arise out of the work being done.

I think your boss is going to be in a hell of a lot of trouble .... if the client is as savvy as I deduce.

The lawyers will love this and if this project has kept your company afloat, your boss isn't going to be able to afford the legal talent even if he is, by some fluke, in the clear.

Looks like you shouldn't count on this job lasting much longer.

I would suggest that the client may well sever relations with your company but will still need some technical support. If the project is sufficiently well advanced, he maybe could recruit one or two of you to provide ongoing support... provided you are squeaky clean.

I'm not going to suggest you do anything other than keep your distance from any schemes your boss has (and as above, it isn't directly your problem what he does so I'd keep your head down and your opinions to yourself, say nothing to the boss) and that you should hope you have a high enough and clean enough profile with the client that if he does decide to recruit some people, you are on the list.... but you should be looking for a new job right now anyway.

JMW

http://www.ViscoAnalyser.com

 

[Ron]

Can't add much to the others...agree completely. This is unethical and potentially illegal. Get out and don't be a part of it.

 

[patprimmer]

The defense of the scoundrel is that's just business. That defense is just BS. From what you say the guy is a crook, plain and simple.

Even a verbal agreement (although hard to enforce) is a contract and to knowingly breach it is being a crook.

Anyone can pass an integrity test when there is no price to pay. The real test of your integrity is will you stand up when there is a price.

The lowest price you can pay is to quickly find another job and leave.

The highest level of integrity would be to quit on the spot.

The wisest thing to do would be to determine the exact details of what occurred before jumping to conclusions on maybe only part of the relevant information.

Regards
Pat
See FAQ731-376 for tips on use of eng-tips by professional engineers &

http://eng-tips.com/market.cfm

for site rules

 

[abusementpark]

"we have been a big part of this thing happening".

Can you elaborate on this statement? Is this prototype something where the vast majority of the work is structural engineering?

Also, are you sure you know the full details of your company's agreement with the client?

 

[moltenmetal]

People have to know what business they're in, and what business their clients are in, and make sure that these businesses are as different as possible and STAY that way. Otherwise, conflicts of interest like this are inevitable.

If your business is selling engineering by the hour (or prototypes) to clients developing intellectual property, your business is NOT the development of intellectual property for sale as part of that work. Your payment is fees, not a piece of the action, unless you negotiate that up front. If you're contributing work for free, or don't get paid, that's another matter entirely. If you did contribute to inventing something along the way, you should be listed as an inventor on the patent, but nobody in your firm should expect to see more than perhaps a dollar out of it beyond your fees.

Your boss is a scoundrel and he'll get what he deserves if he tries to pull that sort of sh*t. Unfortunately, some other good folks like you will likely get the shaft along the way.

Maybe the customer is looking for help at salary rather than bill-out rates? Sounds like your employer is going the way of all flesh anyway...

 

[IRstuff]

You work for an unethical crook, and if you stay with him, you'll be an unethical crook. Your company got a contract with an understanding that the client owned everything you designed. Whether it was actually written down or not is irrelevant; it's an implied contract.

The only way this is headed is that your boss will perjure himself in the inevitable lawsuit, and you'll be guilty by association.

TTFN

FAQ731-376
Chinese prisoner wins Nobel Peace Prize

 

[ajack1]

On the face of it I agree with most of what is said above but especially agree with patprimmer when he says “The wisest thing to do would be to determine the exact details of what occurred before jumping to conclusions on maybe only part of the relevant information.”

The one thing that sticks out to me is when you say “With a couple of bumps and blips, he has kept his word and paid”. What exactly does that mean? Was there some written or verbal agreement between your boss and the client that you are not aware of, what caused those bumps and blips and what solved them? That could be very relevant.

It is also worth noting that it was your boss and not the client that kept you and your family eating last winter. Even if your boss had won the contract he could still have fired you and got someone else to do the work, or if he had not have won that contract he might have won another more lucrative contract. Of course none of us ever know what would have happened had we taken the other route.

As I said earlier on the face of it your boss and the ex business partner of the client do seem in the wrong, however the fact they are both doing the same would ring alarm bells to me and make me want to find out the whole truth.

The really sad thing is a three way legal battle can only result in major time and expense commitments for all three which can only jeopardise jobs and the development of the project and line the pockets of some lawyers. But isn’t that the world we now live in?

 

[jmw]

We can only comment based on what we are told.
You clearly state, and in such a way we understand the intent, the client intended to keep any and all rights to any and all IP rights.
Clearly and implicitly if the work being done is to bring a concept to market, then the skills and knowledge needed are provided by your company.
The non-disclosure agreements I have signed usually include the concept that you may only use the information provided to you for the purpose intended. You may not use it for your own independent ideas. More, that any new ideas evolving out of the original IP belong to the owner of the IP.

It is clear from what was said that the owner of the IP was taking pains to protect his rights.

Yes, you need all the facts to make a decision.
Pat is right, you need to be sure of the facts. As they stand all sorts of scenarios are possible. For example, I could speculate, based on what you've said, that there is no co-incidence that the IP owner has had problems with his partner and now can expect problems from your boss:

Maybe these bumps and blips are related to the attempts to double cross by the partner.
One possibility is that the partner was the money and the remaining client the IP owner who has probably had to re-finance the project after the falling out with his untrustworthy partner. If that were the case then I'd expect the bumps and blips were related to funding issues.

Since it has been agreed as an hourly paid project I wouldn't think an interruption in funding constitutes any form of breach by the client since you just stop work until funding is restored.

It isn't a door through which your boss can insert a claim to any IP and there is no other way, in my opinion, that he can have any kind of IP rights beyond what has been suggested above; kudos for the contribution but no financial return beyond the rates agreed. It may also seem possible that your boss can't profit from this if what he thinks is his idea depends on access to the IP owned by the client.

If we discount any possibility of co-incidence, then a logical assumption would be that the partner has in some way been attempting to regain an interest in the development and has chosen to conspire with your boss.

Let's assume the Partner got greedy and he got dumped. I imagine this caused a hiatus in funding.
I imagine at this time the partner was looking either for the IP owner to come back cap in hand and surrender some of his IP for restoration of funding. As an option it wouldn't surprise me if the partner then approached the boss and made a deal.

In this case, if the partner has a legally defensible position, then the boss may have too.
But I doubt it.
If the partner has a legal leg to stand on, he isn't going to invite more mouths to the trough. If he had a legal standing he would regain his rights via the partnership agreement and if this was void because he got greedy, then that greed is such he will only invite the boss into the game if he has no choice.

I would suspect he is shut out and maybe desperate either to spoil things or find a way back in.

Tying up the IP owner up in a bunch of court cases is a way to bleed away what ever funds he has. Better yet if it is your boss on one side and the IP owner on the other because he picks up the pieces and doesn't have to spend a penny.





JMW

http://www.ViscoAnalyser.com

 

[SNORGY]

I believe the boss is wrong.

I have developed some things in my time that were of great benefit to my employer - and my employer's clients - but, although I had all of time, motive and opportunity to use them for my own gain (in retrospect I often wish I had), I respected the notion that such developments became their property, not mine. I am of the attitude that if I want to get rich or make money for my sake doing something similar, I'll have to come up with a new idea I can call my own and develop it on my time with my own resources.

It turns out that my attitude in this regard is worth more to me than the money I could make if my attitude was different.

The boss is wrong.


Regards,

SNORGY.

 

[DubMac]

Of course your boss is a jerk and is wrong; once he ACTS upon his intentions. The guy sounds like a blowhard who may have just been "dreaming out loud"; maybe testing the waters a bit??

If this sleezebag was really very far along filing his own claim, do you think he would announce it out loud?Of course you should be "seeking opportunities elsewhere"; but don't act merely upon some blowhard's spoutings.

 

[IRstuff]

Even Blagojevich got convicted on what he claimed were simply spoutings, as were a bunch of guys convicted for conspiracy to commit terrorism, even though they didn't actually carry out their plans.

TTFN

FAQ731-376
Chinese prisoner wins Nobel Peace Prize

 

[casseopeia]

Your boss is a slimeball.

"Gorgeous hair is the best revenge." Ivana Trump

 

[bigmig]

In response to some of the questions.....

The bumps and blips refers to periods of dry spells where the client was trying to find funding to pay us. Eventually he did, and did pay.

In my perspective, this job paid my boss so my boss would pay me. Multiple times I was told "we can't pay you this week until we get a check from the client". The check would arrive, and my boss would pay me. That is what I mean by the job single handedly feeding me.

My boss is definitely blowing a lot of hot air, but I guess that is one point. Even without the action, the thought is something that I can't even fathom why anyone would think that, let alone say that.

As far as my understanding of all the pertinent details regarding contract and patents, I have heard my boss say that he told our client he would take a share holding in place of the client paying some huge bill my boss gave him, and our client said no way. The client then paid the bill with a payment plan and schedule. Based on the clients talk about that, patents and other partners trying to go behind his back, I feel like I understand his intentions. And those intentions are to get to the end of the job with as few a number of shareholders and backstabbers as possible.