I was approached by a couple of business guys back in december, they wanted to create a company. So I went along with it, created the software - but insisted on an agreement be made. This never happened, I ended up writing a lot of code, and no agreement was ever formulated.<p>I got sick of it, and bailed. Now they're telling me that I need to give them the code.<p>I live in Canada, and no idea how to reply. I donn't have resources or time to put towards this argument.<p>What should I do? Am I legally bound to send them the code?
As the others say, talking to a lawyer would be best, but even in situations where there's no written agreement many times there's an agreement in principle that people are bound to.<p>If they hired you and paid you for work even without an explicit written agreement they do deserve the results of the work for which they paid you for. If that is code that you wrote from directions or ideas that they gave you then that would be the code.<p>On the other hand if you just spoke about the idea of forming a company and the kind of software that the company would need to develop even with specific ideas around it but they never paid you for work in general you will not owe them any work. Now you still may be bound by certain things such as a copyright for the idea so you can't just go and resell your code or market it on your own. That is all highly dependent on locale and governing laws which a lawyer could help you with.<p>If money changed hands chances are very high that you are legally bound to deliver some result to them for that money. If it did not change hands and they simply want the result of your work offer to sell it to them. Get a sales agreement for it.
Only a lawyer could tell you and they would need to know more about the details to properly advise you. They might have no legal claim but if they were to sue you and you did not respond then you could get royally screwed.<p>I would start by simply asking them if they believe there is a legal agreement between the three of you and why. If they believe there is, and that it binds you to provide software then what are their legal obligations to you.<p>In the event they respond, I imagine your actual lawyer (who you will engage) will want to know this anyways.
This is more of a "what should have I done" question. It doesnt appear you insisted on anything (be more assertive in the future), and dont have the time (time is money, next time make sure to get paid), just move on with your life, lessons learned and all that.