If a project done in a Joint Venture and one of them retires, can The other firm reproduce the drawings? How does the copyright works in this situation?
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Hi @ZorimarN ,
I must admit this is outside of my area of expertise, but I do have some experience with similar situations, so Iâll help to the best of my ability!
First, I think what youâre referring too may be a âpartnershipâ rather than a 'joint venture. A partnership is a âA relationship existing between two or more persons who join to carry on a trade or businessâ according to the IRS. It is in the instance of a partnership where one partner may choose to retire and the remaining partner may restructure into a sole proprietorship or business structure. (See the IRSâs website. LCCâs are more advantageous than partnerships or sole priopriateriships because they protect the individual(s) personal assets from liability.)
A joint venture is two companies agreeing to collaborate on a or multiple projects through an agreement. The companies are still separate from a legal and tax standpoint. If claims occur during a joint venture the parties can be sued either jointly or individually.
Both partnerships and joint ventures can be open to liability stemming from disagreements between parties. On page 10, The Architectâs Handbook of Professional Practice iterates that complains about attribution of credit often occur after joint ventures or other collaborations as both entities likely want to take credit.
In the specific case of one partner of a partnership retiring, they would need to work out an agreement together as far as who gets the rights to what as a part of the dissolution of the company. I was part of a firm that took on a new partner and rebranded. As a part of the rebrand and the integration of the new partner agreements were hashed out as to who could use what projects on their public resumes. Then, a separate partner left. Again, an agreement was made about which company could advertise which projects. If any of these parties went against the agreements the other could potentially seek legal damages.
Hope this helps!
-Darion
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I have the same question but need additional clarification:
I believe this is referring to a joint venture between 2 distinct firms that are separate business entities that have worked together on the project. One firm is dissolved. What rights does the other firm have to the work product and how can the work product be packaged and re submitted for permit?
Did you get clarification on this? I cannot sort it out?
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Hi @otis ,
Sorry for the slow response! I didnât realize I had notifications on here.
There is no hard and fast rule on this - this is something that should be identified in the contract between the two firms in the joint venture prior to the project beginning. They should negotiate what happens to the instruments of service and the tools used to produce them prior to the start of the joint venture. I know the AHPP tends to describe things as if the architect knows all, but this is really something that an architect should consult a lawyer with prior to signing a joint venture agreement. Likely there is some information in the joint venture contract granting each firm use agreements after project completion or in event the project does not move forward.
If this situation was not hammered out prior to signing the lease, the architect may choose to approach the former company/company owners and have them sign some sort of a digital file release or waiver.
Hope this helps!
-Darion