Ubersoft LLC v Archangel Full Stack Inc.

[1] Ubersoft is a successful application development company that builds and sells Enterprise Resource Planning (ERP) software.

[2] In September of 2019 Ubersoft began discussions with Archangel Full Stack Inc., a component development company, to purchase Archangel's component technology.

[3] During the negotiations, the CEO Ubersoft stressed the importance of insuring that Archangel IP assets were clean and that all IP release statements had been obtained.

[4] The CEO of Archangel responded by indicating that Archangel had been very diligent in securing IP releases from all current and former employers, and showed Ubersoft a file that contained a number of signed releases.

[5] In November 2019 Ubersoft and Archangel came to an agreement with Ubersoft and entered into a contract to purchase all of the assets of Archangel for a certain price.

[6] In January of 2020, Ubersoft received a letter from an Angela Manning a former employee of Archangel, indicating that she was an independent contractor hired by Archangel in 2018 to develop a number of Archangel's software components including the components being sold to Ubersoft.

[7] The letter further indicated that she was never asked to sign an IP release.

[8] The letter went on to say that she felt she had an intellectual property interest in most of the Archangel IP assets being purchased by Ubersoft and is requesting a settlement of $50,000 to buyout her residual interest.

[9] Ms. Manning further indicated that if Ubersoft was not prepared to settle, she would have no choice but to refer the matter to her attorneys.

[10] Ubersoft settled with Angela Manning for $30,000.00 and is now seeking to recover this amount from Archangel Full Stack.

Additional Information:

[i] Ubersoft checked the IP release file given to them by Archangel and could not find a release from Angela Manning.

[ii] Ubersoft was able to verify that Angela Manning was brought on as an independent developer in 2018 and did development work for Archangel.

[iii] The contract between Ubersoft and Archangel for the purchase of Archangel's assets is silent on the subject of IP release.

[iv]There is NO indemnification clause in which Archangel has indemnified Ubersoft against loss.

1. You have been asked by CEO of Ubersoft for your opinion as to any legal cause of action (what is the legal term for what they could sue for) that might be available to Ubersoft. Be specific and use only legal language where appropriate.

2. If Ubersoft decides to pay Angela Manning, what types damages or remedies might be available to Ubersoft based on your answer above?

3. How would the doctrine of reasonable reliance be relevant in this case? Explain your answer

4. How would the concept of duty of good faith be relevant in this case? Explain your answer