>Eric: Yes, _but a third party who would be unaware of this could claim -
>justifiably - that he thought that a partner had the right to enter into a
>contract. Because 3d parties can claim 'reasonable reliance' this protection
>is more theoretical than real. Thus the restriction in flexibility is probably
>not worth the limited risk protection.
Eric,
we need a way to prevent one member of the partnership from causing damage
to the others. If this isn't guaranteed, I don't think we should pursue
this partnership thing any further. It is very unlikely that all of the
partners will ever meet in person to really get to know each other, and all
it takes is a simple misunderstanding of the others' position to cause
everyone damage. It is too dangerous, and might destroy all we're working
for with OpenCard.
As intolerant and egoistic as it may sound; I do not intend to risk all I
have and project OpenCard in a partnership where someone's mistake can
cause me a life-long debt. Then I'd rather release all the code as PD and
collaborate on all this by releasing combinations of PD sources.
>We could for example include a provision stating that the licenses and
>contract with MC require unanimous approval. Most partnerships permit any
>partner to enter into contracts which bind the partnership because this gives
>the partnership greater flexibility.
As I already mentioned it seems to me as if a per-person licence (if Scott
can do such a thing) would be wiser. We could require people to submit an
outline of the parts they intend to create for the UI, and if we (everyone
on the list who'd like to vote) like it and we think it'll work, we tell
Scott this person should really have an MC licence. And then Scott has the
final say over who gets a licence and who doesn't.
>As for the partnership holding the copyrights and other intellectual property:
>there is no legal problem with this. Essentially each partner and associate
>would hold an equal percentage in all rights to any partnership property (if
>this sounds complicated, it is because it is). That is, the partnership is
>simply an agreement between persons and not itself a legal person
>(corporations and states are legal persons, and so are you unless a court
>declares you out-law : yes, you can be declared a legal non-entity)
>
>So, members can retain their 100% interest in their creations, or they can
>place their creations into the 'pot'. The former is probably preferable, but
>again, both are justifiable.
>
>The advantage of each partner keeping their rights is the following: they
>won't feel ripped off.
>
>The advantage of making their creations partnership property is the following:
>the partnership can now dispose of the property as it sees fit.
>The disadvantage of making creations partnership property is that the property
>cannot be sold (remember, no commercial purposes to limit liability) at least
>not without a unanimous agreement of partners.
Would it be possible not to transfer the copyright, but to give the
partnership a licence to also use, modify and distribute it which can't be
revoked? This way the author still has his/her rights, and we are safe to
base OpenCard on it.
Cheers,
-- M. Uli Kusterer
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