international partnership
Can this contract be valid without any signed agreements and who owns the product?
<p>I'm trying to figure out this scenario -</p>

<ul>
<li>Company X (US based company) agreed to do a Joint Venture with an individual (let's call him B, he's non US citizen) to create a software product. X were to provide sales and B were to provide product development. 

<ul>
<li>Company X agreed to pay B a fixed monthly salary for development.</li>
<li>B would get a % of sales when the product is sold.</li>
</ul></li>
<li>B began working on the product development before any agreements were signed by X (on good faith that the agreements will be signed soon).

<ul>
<li>At some point, B asked X for a computer with certain configurations but X provided a computer with lower configurations that was never used by B (even though the computer stayed with B and B had made it clear that it was not the required configurations).</li>
<li>X had no inputs in development of the product other than some very basic discussions regarding layout at the very beginning of the project.</li>
</ul></li>
<li>Now, over a year has passed and things stand at -

<ul>
<li>The product has been built by B (but not buyers yet) </li>
<li>B was never paid by X (no monthly salary or any monies whatsoever) so far (B working on good faith that payment will come).</li>
<li>No agreements have been signed so far (B working on good faith).</li>
<li>Now there are now disagreements over the terms of contract (for example X claiming B's shares are dilutable etc and X is basically trying to discount B's work and claim ownership of the product).</li>
</ul></li>
</ul>

<p>Now, who owns the product? Is it owned by X because X provided the computer requested by B (even though it was not exactly what was requested by B) and because of some vague layout discussions at the beginning? Or is it owned by B because B never got paid and there are no signed agreements?</p>

<p>International law is not interested in this situation - it deals with things like state to state relations, maritime law, human rights etc. Contract law is particular to national or sub-national jurisdictions, the contract must have some relationship to the jurisdiction to engage it - the location of one or more parties or the location of the work being typical reasons.</p>

<p>Contracts are generally valid without needing to be signed or even written down: I had my hair cut yesterday and I never wrote out a contract with the hairdresser. See <a href="https://law.stackexchange.com/questions/6263/what-is-a-contract-and-what-is-required-for-them-to-be-valid">What is a contract and what is required for them to be valid?</a>. Legislation in particular jurisdictions may require written contracts for some transactions but these tend to be things like real estate related, building related, finance related etc. </p>

<p>The problem here is not if there is a contract (there probably is), the problem is what the terms of the contract are. The advantage of a written contract is that it provides evidence of what the terms are in the event of a dispute. Absent a written contract you need to look to other evidence including communications between the parties to determine the terms of the contract.</p>

<p>I can see several possibilities:</p>

<ul>
<li>B is an employee of X or otherwise doing work for hire: X owns the code.</li>
<li>B is an independent contractor: B owns the code</li>
<li>the arrangement is a partnership: X &amp; B both own the code, see <a href="https://law.stackexchange.com/questions/9035/ownership-of-work-copyright-by-multiple-authors">Ownership of Work Copyright by Multiple Authors</a></li>
</ul>
