“So, about my proposal. I know that you have a ton of things to think about right now and I’d hate to add to that. Please don’t feel pressured to reply to this email any time soon, although I kindly ask you to reply to it, regardless of your decision. This is something for you to think about when (and if) you’re ready to come back. I’m offering you my help to work behind the scenes improving your content and communication so you can feel safer and focus on what you do best: creating content. You don’t have to pay me or credit me. I’m doing this for the sole reason that I believe in your project and would like to help. … So nothing too fancy, mostly just a little advice here and there. Although, if we decide to move forward, we should sign an NDA as a safeguard for both of us.”
“If you need help with research, planning, writing, keeping tabs on things, etc, my offer still stands.”
“Thank you, that would be a really big help! Nin and the others are having a hard time trusting anyone right now but we would really love this! Thank you for offering Nadia”
“D2 wrote the first draft of the disclaimer. The Claimant added a sentence and made some other minor edits.”
“06/08/20, 09:52 - Nin: We would like to stress that while this channel exists for educational purposes only, we are not qualified professionals. DissociaDID partially acts as a hub for collating scientific resources, and we combine those with advice from our personal experiences of living with DID to create content that is accurate and easy to understand. 06/08/20, 09:53 - Nin: And then something like DissociaDID is in no way a replacement for the work and advice of practicing professionals in the mental health sector 06/08/20, 09:54 - Sérgio: while this channel exists for educational purposes only and we make every effort to provide you the most accurate and up-to-date information, 06/08/20, 09:54 - Sérgio: yes, and include a similar disclaimer in every video”
“Disclaimer: This channel exists for educational purposes only and we make every effort to provide the most accurate and up-to-date information. However, we are not qualified professionals. DissociaDID acts as a hub for collating scientific resources, and we combine those with advice from out personal experiences of living with DID to create content that is accurate and easy to understand. While we hope it is helpful and provides access to essential resources, DissociaDID is in no way a replacement for the work and advice of practising professionals in the mental health sector.”
“[53] Drawing all of this together: 1. A work of joint authorship is a work produced by the collaboration of all the people who created it. 2. There will be a collaboration where those people undertake jointly to create the work with a common design as to its general outline, and where they share the labour of working it out. The first task for the court in such a case is to determine the nature of the co-operation between the putative joint authors which resulted in the creation of the work. 3. Derivative works do not qualify. Works where one of the putative authors only provides editorial corrections or critique, but where there is no wider collaboration, do not qualify. Ad hoc suggestions of phrases or ideas where there is no wider collaboration do not qualify. 4. In determining whether there is a collaboration to create a literary or artistic work it is never enough to ask ‘who did the writing?’. Authors can collaborate to create a work in many different ways. For example there may be joint authorship if one person creates the plot and the other writes the words, or if either or both of these types of labour is shared. 5. Joint authors must be authors, in the sense that they must have contributed a significant amount of the skill which went into the creation of the work. Again, it is not correct to focus exclusively on who fixed the work in writing. The statutory concept of an author includes all those who created, selected or gathered together the detailed concepts or emotions which the words have fixed in writing. 6. Contributions which are not ‘authorial’ in the above sense do not count. What counts as an authorial contribution is acutely sensitive to the nature of the copyright work in question. 7. The question of what is enough of a contribution is to be judged by the Infopaq test, i.e. whether the putative joint author has contributed elements which expressed that person’s own intellectual creation. The essence of that term is that the person in question must have exercised free and expressive choices. The more restrictive the choices the less likely it will be that they satisfy the test. 8. The contribution of a putative joint author must not be distinct. 9. There is no further requirement that the authors must have subjectively intended to create a work of joint authorship. 10. The fact that one of the authors has the final say on what goes into the work may have some relevance to whether there is a collaboration, but is not conclusive. The author with the final say must be given credit in deciding on the relative proportions of ownership, for the extra work involved in making those choices. 11. It follows that the respective shares of joint authors are not required to be equal, but can reflect, pro rata, the relative amounts of their contributions.”
“[33] A collaborative work is different from a derivative work. If an author takes as his or her starting point the work of another and decides to adapt, embellish or improve on it, the result may attract copyright, but it will not be a work of joint authorship. The second author may be entitled to copyright in the resultant work, but it will be a work of sole authorship, the originality of which could only lie in the contribution made by the second author. More pertinently, there will be cases where a person makes a contribution prior to the completion of the work being undertaken by an author, but the work will remain a work of sole authorship because the contribution was not made in the course of a collaboration pursuant to a common design. The work must be created by collaboration. Friends of the author who make suggestions otherwise than in the course of a collaboration will not become joint authors. A striking illustration is the contribution made by Ezra Pound to The Waste Land. When T.S. Eliot showed him the original draft, Pound proposed very extensive deletions and revisions, with considerable consequences for the poem as published (indeed he became its dedicatee). But neither poet ever considered it a work of joint authorship, and it has not been regarded as such in the century since it was published, even though Pound’s contribution is now widely known. This is because he was acting as a friend and critic and not a collaborator in a common design. By contrast, a collaborator may become a joint author after an apparently lesser contribution than Pound’s. Take, for example, Beckingham v Hodgens, where a successful claim for joint authorship was made by a session musician who contributed a distinctive four-bar riff to a pop song that had been substantially conceived before he was hired. These examples show the importance of identifying the true nature of the interaction between the parties in relation to the work, an assessment that provides the essential context for consideration of questions of authorship and contribution.”
“Hi Sérgio, I know you’ve offered to help us manage communications/crisis situations a few times now. What type of support would you be able to offer us going forward if we accepted your offer? We’re trying to consider what we need to do and what help we can get to keep things running smoothly on our return. Would you be able to tell us what you’re willing to do, and any relevant experience you might have, so that we can refer to all the information in one place?”
“[18] … It seems to me that the recorder was wrong to place such emphasis on the claimants’ conscious thought processes. I accept that, as a rule, a party to a contract will be consciously aware of what consideration he is giving for the promise he is accepting. But here, it seems to me, the course of events was such that the recorder ought to have held that the claimants gave consideration even though they did not consciously work out exactly what it was that they had given. The position was that the options to purchase the claimants’ shares had been arranged by the defendant as an inducement to encourage the claimants not to exercise their pre-emption rights. They signed their waivers in the belief that they would be paid cash for their shares. When [the defendant’s solicitor] spelled out the true nature of the deal they were being offered, the claimants were unhappy about it. At that stage, they did not articulate their stance that they would not co-operate over the signing of documents that day unless their position was improved. But that appears to have been their position, as understood by [the defendant’s solicitor], who immediately went to fetch the defendant. No one knows what the claimants would have done if the defendant had not then come in and given his undertaking. They never had either the need or the time to consider what they would do in that situation. They might have said that they were not prepared to sign anything until they had consulted a solicitor. On the other hand, they might have decided that there was nothing they could do about their position and they would sign all the documents even though they were unhappy. One or other of them might have taken a different stance from the others. But they never had to decide what to do because the defendant came in and offered the undertaking. The claimants were united in accepting it and, after discussion about whether or not it should be put in writing, they were all content with the arrangements and immediately signed the option agreements and consent to the abridgment of time for convening the EGM. It seems to me that there was so clear a chronological link between the defendant’s offer of the undertaking and the claimants’ willingness to sign the documents that the natural inference to draw was that the two were directly connected. I would hold that the claimants’ co-operation was given in return for the defendant’s undertaking. I would also hold that that was good consideration notwithstanding the fact that the claimants did not consciously realise that by signing the documents they were subjecting themselves to a detriment and were giving consideration for the defendant’s undertaking. For those reasons I would hold that the defendant’s undertaking was supported by consideration and was therefore a contractual agreement.”
“Yes, and I’m still confused why you want to help us [emoji] most people only helped us if they wanted something else in exchange.”
“look, when I mentioned being closer, I was referring to helping each other go through this rough time in our lives as close friends! I’ve been in a relationship for 18 years I think I’m entitled to a little break lol”
“[7] … It is enough to reiterate that the process of implying a term into the contract must not become the rewriting of the contract in a way which the court believes to be reasonable, or which the court prefers to the agreement which the parties have negotiated. A term is to be implied only if it is necessary to make the contract work, and this it may be if (i) it is so obvious that it goes without saying (and the parties, although they did not, ex hypothesi, apply their minds to the point, would have rounded on the notional officious bystander to say, and with one voice, ‘Oh, of course’) and/or (ii) it is necessary to give the contract business efficacy. Usually the outcome of either approach will be the same. The concept of necessity must not be watered down. Necessity is not established by showing that the contract would be improved by the addition. The fairness or equity of a suggested implied term is an essential but not a sufficient pre-condition for inclusion. And if there is an express term in the contract which is inconsistent with the proposed implied term, the latter cannot, by definition, meet these tests, since the parties have demonstrated that it is not their agreement.”
“(5) where (as in the present case) it is necessary to imply the grant of some right to fill a lacuna in the contract and the question arises how this lacuna is to be filled, guidance is again to be found in [Liverpool City Council v Irwin[1977] AC 239 ]. The principle is clearly stated that in deciding which of various alternatives should constitute the contents of the term to be implied, the choice must be that which does not exceed what is necessary in the circumstances (see Lord Wilberforce at p.245 F-G). In short a minimalist approach is called for. An implication may only be made if this is necessary, and then only of what is necessary and no more; … (8) if necessity requires only the grant of a licence, the ambit of the licence must be the minimum which is required to secure to the client the entitlement which the parties to the contract must have intended to confer upon him. The amount of the purchase price which the client under the contract has obliged himself to pay may be relevant to the ambit of the licence. … (9) the licence accordingly is to be limited to what is in the joint contemplation of the parties at the date of the contract, and does not extend to enable the client to take advantage of a new unexpected profitable opportunity (consider Meikle v Maufe[1941] 3 All ER 144 ).”
“The question of whether a term should be implied, and if so what, almost inevitably arises after a crisis has been reached in the performance of the contract. So the court comes to the task of implication with the benefit of hindsight, and it is tempting for the court then to fashion a term which will reflect the merits of the situation as they then appear. Tempting, but wrong. For, as Scrutton LJ said in Reigate v Union Manufacturing Co (Ramsbottom) Limited [1918]1 KB 592 at 605, ‘A term can only be implied if it is necessary in the business sense to give efficacy to the contract: that is, if it is such a term that it can confidently be said that if at the time the contract was being negotiated some one had said to the parties, “What will happen in such a case”, they would both have replied, “Of course, so and so will happen; we did not trouble to say that; it is too clear”
“It is because the implication of terms is so potentially intrusive that the law imposes strict constraints on the exercise of this extraordinary power.”
“And perhaps having someone help behind the scenes makes sense now, with all that's happened recently, but it won't make sense a few months from now when you're back on track. And that's perfectly fine, I'm just glad to help in any way I can.”
“[17] I accepted his offer on the16th June 2020 . … On the19th June 2020 the Claimant described what he planned to do in specific detail including the following; helping create a plan and strategy for the DissociaDID YouTube channel; keeping tabs on social media to warn me of any incoming or ongoing attacks; providing feedback on responses to potentially sensitive issues; developing a strategy for tackling said issues; providing feedback on the script and plan for videos; communications strategy; identifying collaboration opportunities; and helping with research.”
“[30] There is little authoritative guidance on the appropriate notice for termination of exclusive agencies or (as lawyers sometimes prefer to call them) distributorships. One possible view is that the reasonable notice period should equate to the time needed to find an alternative supplier and get a new product approved. Another view is that it need only reflect the time required for an orderly winding down of the distributorship. The only common ground between the parties was that, in the absence of any express term, the question, of what notice of termination is to be taken as reasonable, must be determined as at the time of termination. [31] One very important consideration will be the degree of formality in the relationship. A completely formal agreement would probably have its own provisions for termination so no problem about assessing a reasonable period for termination will arise. But the more relaxed the relationship, the less likely it will be that the law would imply a lengthy notice period. … [32] Mr Jones sought to emphasise the length of time which the parties' relationship had lasted (15 years from 1983-1998) as a factor in favour of a lengthy notice period. He likened the position to that of a valued and long-serving employee who would be entitled to a longer period of notice than an employee who had served a lesser period of time. I do not consider that a contract of employment is sufficiently analogous to an exclusive agency or a distributorship contract to be helpful. In the first place a distributor may have to spend or invest considerable capital at an early stage of the relationship to build up the business which may thereafter run with moderate annual expenditure. This would militate in favour of a lengthier notice period in the earlier years of the relationship and perhaps a lesser period once the business is up and running. No doubt it is right to lay some stress on the length of the relationship but I would not myself regard that as, in any way, critical, since businessmen expect to run risks in the ordinary course of business while employees have a legitimate (and often contractual) expectation that their services, rendered for the benefit of their employers, will be properly and adequately recognised.”
“[250] This matter also does not now arise. However, if it had been necessary to decide it, given the central nature of the software to the IKOS business, the way in which it is embedded within the software as a whole and the fact that Dr Coward did not take steps to make his software readily and clearly identifiable, the length of any notice period would have run from the date upon which the Defendants were given precise details of the Coward Software and would be the period which it would reasonably take to re-write such lines of code and the parts of the remainder of the software the design of which relied upon the Coward Software. [251] In the absence of any evidence, it would be inappropriate to hazard a guess as to how long such an exercise would take but it would have been likely to have been of considerable length.”
“9.2 A subsequent statement of case must not contradict or be inconsistent with an earlier one; for example a reply to a defence must not bring in a new claim. Where new matters have come to light the appropriate course may be to seek the court’s permission to amend the statement of case.”
“[47] The essence of the tort therefore appears to be (a) a wrongful interference with the actions of a third party in which the claimant has an economic interest and (b) an intention thereby to cause loss to the claimant. … … [49] In my opinion, and subject to one qualification, acts against a third party count as unlawful means only if they are actionable by that third party. The qualification is that they will also be unlawful means if the only reason why they are not actionable is because the third party has suffered no loss. … … [51] Unlawful means therefore consists of acts intended to cause loss to the claimant by interfering with the freedom of a third party in a way which is unlawful as against that third party and which is intended to cause loss to the claimant. It does not in my opinion include acts which may be unlawful against a third party but which do not affect his freedom to deal with the claimant.”
“[52] Thus in RCA Corpn v Pollard[1983] Ch 135 the plaintiff had the exclusive right to exploit records made by Elvis Presley. The defendant was selling bootleg records made at Elvis Presley concerts without his consent. This was an infringement ofsection 1 of the Dramatic and Musical Performers’ Protection Act 1958 , which made bootlegging a criminal offence and, being enacted for the protection of performers, would have given Elvis Presley a cause of action: see Lord Diplock in Lonrho Ltd v Shell Petroleum Co Ltd (No 2)[1982] AC 173 , 187. The Court of Appeal held that the infringement of the Act did not give RCA a cause of action. The defendant was not interfering with the liberty of the Presley estate to perform the exclusive recording contract which, as Oliver LJ noted, at p 149, was ‘no more than an undertaking that he will not give consent to a recording by anybody else’. Nor did it prevent the Presley estate from doing any other act affecting the plaintiffs. The bootlegger’s conduct, said Oliver LJ, at p 153: ‘merely potentially reduces the profits which [the plaintiffs] make as the result of the performance by Mr Presley’s executors of their contractual obligations.’ … [54] Likewise in Isaac Oren v Red Box Toy Factory Ltd[1999] FSR 785 , one of the claimants was the exclusive licensee of a registered design. The defendant sold articles alleged to infringe the design right. The registered owner had a statutory right to sue for infringement. But the question was whether the licensee could sue. In the case of some intellectual property rights, an exclusive licensee has a statutory right of action: see, for example,section 67(1) of the Patents Act 1977 . But the exclusive licensee of a registered design has no such right. So the licensee claimed that the defendant was intentionally causing him loss by the unlawful means of infringing the rights of the registered owner. Jacob J rejected the claim on the principle of RCA Corpn v Pollard. The defendant was doing nothing which affected the relations between the owner and licensee. The exclusive licence meant that the licensee was entitled to exploit the design and that the owner contracted not to authorise anyone else to do so. As Jacob J said, at p 798, para 33: ‘It is true that the exploitation of the licence may not have been so successful commercially by reason of the infringement, but the contractual relations and their performance remain completely unaffected.’”
“[62] Finally, there is the question of intention. In the Lumley v Gye tort, there must be an intention to procure a breach of contract. In the unlawful means tort, there must be an intention to cause loss. The ends which must have been intended are different. South Wales Miners’ Federation v Glamorgan Coal Co Ltd[1905] AC 239 shows that one may intend to procure a breach of contract without intending to cause loss. Likewise, one may intend to cause loss without intending to procure a breach of contract. But the concept of intention is in both cases the same. In both cases it is necessary to distinguish between ends, means and consequences. One intends to cause loss even though it is the means by which one achieved the end of enriching oneself. On the other hand, one is not liable for loss which is neither a desired end nor a means of attaining it but merely a foreseeable consequence of one’s actions.”
“[77] … What the cases show is that the tort of deceit contains four ingredients, namely: i) The defendant makes a false representation to the claimant. ii) The defendant knows that the representation is false, alternatively he is reckless as to whether it is true or false. iii) The defendant intends that the claimant should act in reliance on it. iv) The claimant does act in reliance on the representation and in consequence suffers loss. Ingredient (i) describes what the defendant does. Ingredients (ii) and (iii) describe the defendant’s state of mind. Ingredient (iv) describes what the claimant does.”
“Note: as of March 13, 2020, the infringing content has been removed from the aforementioned videos. I'm unsure as to whether this was done by YouTube or DissociaDID. Please advise if I should withdraw the claims in question.”
“Where does the content appear? Description.”
“URL of allegedly infringing video to be removed:”
“Since March 2020, I had watched the Second Defendant amass a large audience comprised mostly of vulnerable people, and for me, helping her was always about doing some good for the world. However, at that point, I realised that I might have been an unwitting party to fraud. I knew that I would never find peace knowing that my work was being used irresponsibly or in a way that could cause harm to others. That was not what I signed up for, and, with what I now knew, I would have never offered to help the Second Defendant or let her use my work under any circumstances.”
“After the collaboration ended in early November 2020, I objected to the Defendants’ use of my work for at least the following reasons: a) After the Second Defendant granted me Manager access to the Channel in October 2020, I was shocked to discover that the Second Defendant had lied to me about her earnings – so I wouldn’t press her on the promised contract, I assumed. Worse, she had lied to her patrons in June 2020, claiming that she needed their help to pay rent despite having earned over£50,000 on YouTube alone in the three months prior – something that I considered to be fraud. I was, therefore, worried that the Defendants would use my work for unethical purposes. b) I did not think the Second Defendant’s mental health was stable enough to return to YouTube and had asked her to wait until January 2021. Accordingly, I feared that the Second Defendant would use my work incautiously or irresponsibly. c) I felt wronged by the Defendants after having dedicated so much of myself to DissociaDID and been promised a contract, only to be discarded under what I considered to be false pretences.”