OH STATEOhio Court of Appeals
2006

Automated Solutions Corp. v. Paragon Data Systems, Inc.

856 N.E.2d 1008Ohio Court of Appeals • Decided 2006Enforced

HOLDING

A hardware company wrongfully terminated a software development contract without cause, even though the software company was performing its obligations. The court ruled that the software company retained full ownership of all software modifications created after the termination. This means the hardware company lost all contractual rights and couldn't claim ownership of work product just because it ended the deal. For subcontractors, this is critical: you keep ownership of your work if the other party terminates without a valid breach on your part.

KEY FINDINGS

Termination for Convenience

Termination without cause doesn't give you ownership rights to the other party's work—you lose those rights when you wrongfully terminate

Change Order

Document that the other party is performing their obligations; if they are, you can't terminate 'for convenience' and claim their work product

FULL COURT OPINION