Software developer Lucas Marin was ordered to provide Queenstown company Mediaflow Ltd full access to its computer system and online records while a dispute still rages over ownership of software and source code.
Mr Marin claims ownership of all software and source code used by Mediaflow. He resigned as director and shareholder of Mediaflow last July, offering to provide ongoing services at $130 per hour with additional charges for ‘any communication.’
Fellow Mediaflow investors David Akal and Nahuel Lukomoski fiercely dispute his claim to ownership of digital assets used by the company.
Mediaflow was established in 2020, providing digital photo and recording systems for central Otago tourism operators.
Within two years, company management was in turmoil. Mr Akal and Mr Lukomoski briefly resigned as directors, returning to management after Mr Marin, then in sole control, awarded himself a substantial salary.
Their dispute over ownership of digital assets then extended to argument over validity of Mr Marin’s increased salary arrangements.
Having heard argument from all sides, Justice McHerron imposed an interim injunction requiring Mr Marin to allow access and provide logon passwords for Mediaflow’s access to Amazon Web Services, Zoho email and Xero accounting services.
He strongly recommended the warring sides reach agreement to have one side buy out the other, rather than continue their commercial dispute through the courts. The evidence was that Mediaflow’s business continues to prosper despite the backroom fighting.
Mr Marin’s undertaking to allow continuing access without the need for a formal court injunction was considered insufficient by Justice McHerron. Having recently resigned as both a director and employee of Mediaflow, Mr Marin has no continuing involvement with Mediaflow beyond shareholder.
There was evidence of one customer subsequently giving notice to Mediaflow that it no longer required its services.
Mr Marin claims digital programmes used by Mediaflow were developed by him before Mediaflow was incorporated.
The legal rule is that work carried out prior to incorporation of a company, which is for the benefit of that contemplated company, is held on trust for the company later incorporated, Justice McHerron pointed out.
Ownership of the disputed digital assets has yet to be decided.
Whether Mr Marin should repay part of the increased salary awarded himself is also yet to be resolved.
Mediaflow Ltd v. Marin – High Court (22.08.24)
24.203