New York Technology and Software Litigation Attorneys
Technology companies are presented with unique challenges and opportunities, and encounter unique legal problems. Constant disruption makes the ecosystem for technology ventures dynamic and volatile. Technology and software companies must adapt and scale rapidly or surrender markets to competitors.
Technology and software litigation falls into three broad categories: breach of contract litigation concerning software and web development contracts; litigation involving funding, vesting, dilution and disputes between business partners; and intellectual property litigation concerning patents and copyrights. Technology and software firms are also constantly trying to raise new capital to scale their operations and conquer new markets. For most tech startups, this funding comes in the form of convertible notes, allowing valuation to be postponed until subsequent rounds of venture capital funding. Software and web development contracts typically provide a general scope of work, delivery dates and payment milestones, but the specifications are often vague and subject to substantial change during the development process. This leaves software and web development companies subject to ambiguity in their contracts that can lead to litigation if the software or web developer and its client cannot reach a compromise.
Our Attorneys Understand Technology
Law firms tend to be inflexible and slow to adapt to technology. The lawyers at our firm are young, smart and aggressive, and understand the unique dynamics of the software and technology industries. Our attorneys are experienced in litigation and arbitration involving development contracts, shareholders agreements, financing agreements, license agreements and various other forms of contracts. Our attorneys can also assist you in establishing your technology startup, including creation of the corporate entity, drafting of the shareholders agreement, negotiation of financing, and drafting of development contracts.
Contact Us to Schedule a Free Initial Consultation
Contact Muchmore & Associates PLLC at 347-983-2490 to schedule a free initial consultation on technology law issues, including the following:
- Breach of Contract Litigation: While it is preferable to hire a lawyer before entering into a contract, many clients wait to retain counsel until litigation is imminent. In such cases, it helps to engage a lawyer before a contract is terminated to put your position in writing and ensure you comply with the contract's provisions. Where possible, an effort should be made to settle the dispute on reasonable terms. Where the adversary is unwilling to be reasonable, you need an lawyer willing to litigate your case to trial if necessary. Our lawyers always attempt to resolve disputes efficiently, but do not bend to unreasonable adversaries.
- Business Partner and Shareholder Disputes: Co-owners of closely held businesses in New York owe fiduciary duties to one another. Where the shareholders agreement or operating agreement is silent on the source of a dispute, the parties' fiduciary duties and duties of good faith and fair dealing prevent them from acting in a way that unfairly harms their co-owners or the company. These extra-contractual duties prohibit not only obvious acts of malfeasance like fraud or embezzlement, but less obvious infractions like competing against the corporate entity. Where one of the partners or owners materially breaches his obligations, that individual may be terminated, sued for the breach of contract, or compelled to buy out the non-breaching party in arbitration or pursuant to New York Business Corporation Law 1104-a.
- Software Development Contracts: Software and web development contracts often to lead to litigation because of the ambiguity of client deliverables at the outset of the contract. Often, the parties' intentions are sketched out in hazy form, and disputes arises over whether the contracts intended scope was performed. Most software and web development work is performed as a "work for hire", with the purchaser retaining title to the intellectual property. However, key aspects of the software platform may come from third parties with their own licensing terms, or rely upon proprietary code of the developer which is being licensed to the purchaser. Our attorneys can assist you in litigation over software and web development contracts, and can draft or negotiate contracts that will minimize the risk of litigation.
- Shareholder and Operating Agreements: Every corporation with more then one shareholder needs a shareholders agreement, and every limited liability company with more than one member needs an operating agreement. These agreements define the rights and obligations of the owners, including control of business decisions, share of profits, time and monetary contributions to the business, and resolution of disputes and buy-outs. A clear and well drafted contract can help avoid future disputes between co-owners, and can simplify the resolution of a dispute if one arises.
- Financing Agreements: New business ventures are often financed by owners, family and friends. As firms grow, they obtain additional finance through organic business revenue, loans, or by taking on new members or shareholders. Technology startups, due to the delay in revenue generation and need to scale rapidly, often rely on convertible notes, a hybrid of equity and debt. Our attorneys can help your company negotiate contracts for debt and equity investments, including convertible notes, promissory notes, share purchase agreements and amended shareholder and operating agreements.
- License Agreements: A license agreement is an agreement by one party to allow another to use its property. This property can be real property or intellectual property. Intellectual property comes in the form of patents, copyrights and trademarks. Licenses to use copyrighted materials are often called end user license agreements. Licensing of patents can be complicated by the fact that a patent's scope is often uncertain until it has been tested in litigation. Our attorneys can help you draft and negotiate licenses to intellectual property, and compare the risks and benefits of license agreements for different software platforms.