Innocent Until Proven Guilty?…
One of the biggest problems we see as IP Specialists is disputes over ownership. These rarely go all the way to Court, but in the case of Innocent Drinks and the “dude” logo, the stakes were high and the matter did!
Intellectual property is often termed a monopoly right by lawyers. In practice this means winner takes all! You either own it and control it or you don’t. In between ownership and use, there is a raft of commercial possibilities – and elephant traps. One of which Innocent and their brand creators Deepend fell into.
Back in 1999, a design agency called Deepend created the well known “dude” logo for the then start up Innocent Drinks company – now known as Fresh Trading Limited.
Deepend and Innocent did a deal – without lawyers. They agreed in unsigned heads of terms that Deepend would create the branding and design for Innocent, and Innocent would allot them shares in the start up company. Deepend created the brilliant bottle logo design we’re all so familiar with…
Innocent never gave them shares. No contract was signed.
Let’s fast forward here 15 years, and Innocent drinks have of course become outstandingly successful – no doubt in part measure because of their branding. Deepend would have liked some kind of shares or payment but none has been forth-coming. And thanks to a recent High Court decision, Innocent now own the copyright to the logo, but Deepend haven’t and won’t be paid. (Subject to an appeal of course!).
A Lesson To Be Learnt?
The lesson is this – mere promises ARE NOT enforceable! Harsh but true. The directors or employees you are now in business with may not always see things as you do. People fall out and move on. If you are a supplier, make sure you will get paid by using a properly drafted contract. If you are a director or shareholder make sure the company has control over its intangible assets. There are few certainties in life but one that we see regularly is that if it is of value then people will fall out about it and getting clear contracts in place is often money invested against future disputes.