Intellectual Property

Hi Attorney,

Two friends and I have decided to put up a business. We finished registering the corporation with SEC but did not continue with the BIR and local government registration. It's been more than a year now since we conceptualized the business plans and never moved forward due to some issues related to time management and fundings. Today, I have decided to quit with the corporation and continue the business on my own under a sole ownership. The business will be the same except that I will solely oversee the development of it.

My dilemma is on the fact that my two partners claim for its intellectual property. They said that I cannot develop the idea because it is their intellectual property. We were three when we conceptualized it and I would say that 70% of it was of my own creation. What should I do? Am I going to be in trouble if I continue to develop the concept despite of them telling me that its their intellectual property? Oh by the way, this was never registered in the IPO. Thank you in advance for your advise.

It will be a matter for the IPO and the Intellectual Property Courts to decide if there will be a case assailing the business idea you and your friends conceptualized.

Right now, you should preserve evidences that show you as the primary brainchild of the concept you are speaking of, like documents or sketches made in your own handwriting. If there will be future litigation, it will be a battle of evidences as to who has the most right in owning the "concept" you speak of.

Here in the Philippines, intellectual property rights would be limited to patents (inventions), copyrights (works of art) and trademarks (business identity). https://www.alburovillanueva.com/business-identity-trademark Business ideas do not fall under any of those. Since business ideas are not protected by the intellectual property rights, then you are not violating any intellectual property, and thus, you will not be in trouble. On the flip side, you cannot also claim that it is your intellectual property even though 70% of it came from you (based on what you were saying).