Nine years in court over the Bratz sketches. Who owns your contractor's code?

Last updated: 2026-11-12

Mattel and MGA spent nine years in court over who owned a designer's Bratz sketches. The fight ran through two jury trials and two appeals, and it turned on the exact words of one clause.

The same risk applies to your contractor's code. In the US, paying for software does not make it yours. A signed written assignment does.

The Bratz case in brief

Carter Bryant was a Mattel designer who left the company and joined MGA. MGA then launched Bratz dolls based on his drawings. Mattel argued that Bryant drew the first Bratz sketches while he was employed at Mattel, so Mattel owned them. Bryant said he came up with the idea in the summer of 1998, between two stints at Mattel.

A jury sided with Mattel in 2008. A later jury reached a different answer. Appeals courts then threw out large parts of the awards. The dispute ran from 2004 to January 2013.

Key facts

Why the US default surprises people

Many founders assume that paying someone to write code makes the code theirs. US law does not work that way. The Supreme Court settled the basic rule in 1989, in a case between a homeless charity and a sculptor. The charity paid the sculptor for a statue, but the Court held that he was an independent contractor, so the work was not "made for hire." Copyright stayed with the creator, at least in part.

The Court said that courts must first decide whether the creator was an employee or a contractor. They do this using general agency law, which looks at factors such as who controls how the work is done. Only an employee's work can be "made for hire" by default.

A contractor's work can be "made for hire" only if it falls into one of nine listed categories and both parties sign a written agreement saying so. Software is not on that list. A contract that simply says "work made for hire" may therefore not work for a software contractor. Courts will sometimes treat such a clause as an assignment instead, one law-school outline notes, but you should not rely on that. Write a clear assignment into the contract.

Words matter more than intentions

The Bratz case shows how much one clause can matter. Mattel's employee agreement said that Bryant would assign certain inventions to Mattel. The Ninth Circuit said that the agreement could cover ideas, but that its text did not require it. It also called the phrase "at any time during my employment" ambiguous. Nine years of litigation followed, because neither side could point to a clear sentence.

Your contractor agreement can fail in the same way. Vague wording, a missing signature or a gap in the dates can leave ownership unclear. That is expensive to fix after a dispute begins.

The rules are different in other places

The UK and EU rules differ from the US rules, and the differences matter if your contractor works abroad.

In the UK, the author is the first owner of the copyright. An employer owns an employee's work by default. A transfer to anyone else must be in writing and signed by the person assigning it.

The EU software directive is narrower. It gives an employer the economic rights in a program that an employee creates in the course of their duties, unless the contract says otherwise. It says nothing about contractors, so national law and the contract decide.

The safe approach is the same everywhere. Do not rely on the default rules. Get a signed written assignment, and check which country's law governs it.

The open-source problem

Even a perfect assignment only covers what your contractor actually owned. Almost every codebase contains open-source components, and each one comes with its own license. Black Duck's 2026 audit found license conflicts in 68% of commercial codebases. That figure was up from 56% the year before, and it was the largest one-year jump in the report's history.

Some licenses, such as the GPL, can require you to release your own code if you build it into a product you distribute. AI coding tools add to the risk, HeroDevs argues. They can produce code derived from GPL-licensed sources without keeping the original license information.

So ask two questions about any contractor's work. Do you own it? And is everything inside it safe to use?

In this article

• What happened between Mattel and MGA over Bratz?
• What does the law actually say about who owns software you paid for?
• What should the contract say before the first invoice?
• What about code the developer wrote before, or open-source code?
• How do you fix it if you never signed anything?
• Where RocketDevs fits
• Conclusion: before the first commit
• Frequently asked questions

This is a practical guide, not legal advice. Have a lawyer read your contract. This article covers US federal law, with the UK and the EU summarised. Other countries have their own rules.

What happened between Mattel and MGA over Bratz?

Mattel and MGA fought over who owned the Bratz drawings from 2004 to 2013. There were two jury trials and two Ninth Circuit opinions, and the result depended on the wording of one employment agreement. The Associated Press called it a bitter nine-year dispute.

The facts

Carter Bryant was a designer in Mattel's Barbie Collectibles department. In August 2000, while still employed there, he pitched his Bratz idea to two people at MGA. He brought sketches and a crude dummy doll. On 4 October 2000 he signed a consulting agreement with MGA and gave Mattel two weeks' notice. He left on 19 October. Bratz reached shops in 2001, and Mattel found out who was behind it.

The dates were the whole case

Mattel said Bryant worked for it from September 1995 to April 1998, and again from January 1999 to October 2000. Bryant said the sketches he showed MGA were copied from originals he made in summer 1998, between those two periods. If he drew them then, Mattel had no claim. Bryant settled with Mattel on the eve of the 2008 trial, and the case went on against MGA and its chief executive.

The first jury sided with Mattel

The jury found that Bryant created the Bratz concept while employed at Mattel. Mattel had sought over $1 billion in copyright damages, and the jury awarded $10 million on that claim. Reports put the total 2008 award at $100 million.

The judge then moved the Bratz trademarks to Mattel and barred MGA from selling virtually every Bratz doll. The appeals court later summed it up: "In effect, Barbie captured the Bratz."

The clause that turned the case

Bryant's 1999 agreement said he would hand over all inventions conceived "at any time during my employment." It listed what counted as an invention, such as designs and computer programs. Ideas were not on the list.

In a July 2010 opinion, the Ninth Circuit found two ambiguities:

• Ideas. The agreement could be read to cover ideas, but its text did not require that. Mattel's contracts for other employees expressly assigned "ideas."
• Nights and weekends. "At any time during my employment" could mean the whole period of the job. It could also mean only working hours.

The court said the trial judge was wrong to treat either point as settled. It cancelled the trademark transfer and the injunction, and the case was retried.

The second jury sided with MGA

In April 2011, the new jury found that Mattel had not proven it owned the drawings and sculpts. It also awarded MGA about $88 million for trade secrets that the jury found Mattel had taken. MGA's chief executive said he had spent as much as $170 million on legal fees. In total, Mattel was ordered to pay MGA $309 million in damages and fees. No report we read says which finding the jury relied on.

The end of the case

The 2013 appeal did not reopen ownership. The Ninth Circuit threw out the trade-secret award, because MGA could not bring that claim as a counterclaim in this case. It upheld the copyright legal fees awarded to MGA. It ended with advice for both companies: "Play nice."

A caution before you apply this

Bryant was an employee, not a contractor. An employer starts from a stronger position with an employee than with a contractor. The next section explains why, and why that makes your position harder, not easier.

What does the law actually say about who owns software you paid for?

In the US, copyright starts with the person who writes the code. It moves to you only if the work is made for hire or the writer signs a written assignment. Software from an independent contractor is not work made for hire, so the assignment is your only route.

The US default

The Copyright Act defines a "work made for hire" in two ways. The first is a work prepared by an employee within the scope of their employment. The second is a specially commissioned work that falls into one of nine listed categories, where both sides sign a work-for-hire agreement.

The nine categories are:

• a contribution to a collective work
• part of an audiovisual work
• a translation
• a supplementary work
• a compilation
• an instructional text
• a test
• answer material for a test
• an atlas

Software is not on the list. Jorge Contreras, writing in a Cambridge University Press text, says that commissioned works outside the nine are not automatically works made for hire. Software is his example. Copyright must be assigned explicitly. He calls neglecting this one of the most common IP mistakes at software companies, young and old.

A contract can call software "work made for hire" as often as it likes. The label does not change the category. Only the statute does.

Who counts as an employee?

In Community for Creative Non-Violence v. Reid, the Supreme Court held that courts use the common law of agency to decide this. The sculptor in that case was a contractor. The two sides had never discussed copyright in the sculpture, and each then filed a registration.

The Copyright Office lists the questions that matter. Who supplied the space, materials and tools? Could the creator hire and pay assistants? Our guide to contractor classification for remote developers covers the employment side of the same line.

Ownership moves by writing

Section 204(a) says that a transfer of copyright ownership is not valid unless it is in writing and signed by the owner of the rights being transferred. The Ninth Circuit applied this rule in Effects Associates v. Cohen. A film producer never got a signed paper from his special effects contractor, so no transfer took place.

The buyer still came out with something. The court found an implied nonexclusive license, because the creator made the work at the buyer's request and handed it over, intending the buyer to copy and distribute it. A nonexclusive license lets you use the work. It does not make you the owner, and it does not stop the creator from licensing the same work to others.

A long-term limit

Under section 203, an author can terminate a grant of copyright in a work that is not made for hire. The window is five years long and opens thirty-five years after the grant. That is far off for a startup. It matters if you plan to hold the code for decades.

The UK and the EU

The UK starts from the same place, using different words. Under the Copyright, Designs and Patents Act, the author is the first owner. An employer is first owner of work an employee makes in the course of employment, unless they agree otherwise. An assignment must be in writing and signed by the person assigning it.

The Intellectual Property Office's guidance says that for a commissioned work, the creator is first owner unless you agree otherwise in writing. Where the contract is silent, a court may find an implied licence. That may leave you with a limited non-exclusive one.

The EU rule is narrower. Under Directive 2009/24/EC, the author of a program is the person or group who created it. Article 2(3) gives the employer the economic rights in a program that an employee creates as part of their duties, unless the contract says otherwise. It speaks only to employees. For a contractor, national law decides.

The pattern

The employer's default is good for you. The contractor's default is not. In the US and the UK, the fix is a signed writing. For the EU, check the law of the member state.

What should the contract say before the first invoice?

Five clauses do the work, and each one answers a way the Bratz agreement could have gone wrong. Put them in the contract or the statement of work, and sign before anyone writes code.

Clause 1: assign now, not later

Write the assignment in the present tense. In Stanford v. Roche, a patent case, a researcher signed an "agree to assign" agreement with a university. He later signed a "do hereby assign" agreement with a company. The Federal Circuit held that the wording made all the difference. The Supreme Court decided the case on other grounds and did not rule on that reading.

So the tense rule is Federal Circuit law in a patent case. It is not a Supreme Court holding on copyright. It is still the standard way to draft, because it costs nothing and removes an argument.

Bryant's agreement did say "hereby assign." The tense was fine. The scope was the problem, which is why clause 2 exists.

Clause 2: define the scope by the work, not the clock

Mattel's clause tied the assignment to Bryant's period of employment. The court found it unclear whether that meant calendar time or working hours. Drop the clock. Say that the assignment covers everything the contractor makes for you under the engagement, wherever and whenever they make it.

Then list what you mean. Mattel's own contracts for other employees named "ideas" as well as "inventions." That weakened Mattel's argument that "inventions" alone covered ideas. If you want ideas, designs, data and know-how, say so.

A law firm's note on the 2011 verdict drew the same lesson: assignments must be absolutely clear in scope. That firm sells contract drafting, so treat its view as colour, not proof.

Clause 3: cover every right

Copyright is not the only right in code. The 2010 opinion noted that Mattel's contract gave it rights beyond copyright, because it covered more than copyrightable works. A short assignment of "the code" can leave the architecture, the trade secrets and any patentable idea with the author. Name them all.

Clause 4: schedule the old code and the open source

This one gets its own section below, because it is where most surprises hide.

Clause 5: sign first, and promise to sign again

Get both signatures before the first commit. A contractor who has been paid and moved on is a poor person to chase. Add a clause where the contractor agrees to sign any further document that confirms the transfer. If you pay overseas, our guide to paying an overseas developer covers the contract and payment side.

If you want ownership to pass only on payment, say so in the clause, and say when. Unclear timing is the same mistake as unclear scope.

What about code the developer wrote before, or open-source code?

Code the developer wrote before your project stays theirs, and open-source code stays under its own license. List both, and get a license to use them. The author owns code to start with, under the same section 201(a) rule that applies to your project. Your assignment cannot move rights that the contractor does not hold.

Background code

Most developers carry tools, libraries and snippets from job to job. That is normal. The risk is not that they reuse it. The risk is that it ends up in your product with no license to you.

Clause 4 fixes this. Ask for a schedule of the earlier code that goes into the deliverable. Ask for a perpetual license to use, modify and ship it.

Open-source code

Open-source licenses attach conditions, and those conditions follow the code into your product.

The MIT license is light. You must include its copyright and permission notice in all copies or substantial portions of the software. A copyleft license is heavier. Under section 5(c) of the GPL version 3, if you convey a modified version, you must license the whole work under the GPL for anyone who receives a copy. A contractor who pastes GPL code into a closed product can create that problem for you without telling you.

How common is the problem?

Black Duck's 2026 report analysed 947 codebases that were submitted for audit between November 2024 and October 2025. It found that 68% had license conflicts that could create legal exposure. Black Duck sells scanning and audit services, so read that as a vendor's figure from its own audit data. Its sample is codebases sent for audit, often during deals, so it will not mirror every startup.

Academic work points the same way. A 2022 study of two package ecosystems found that 7.3% of npm packages and 13.9% of RubyGems packages had direct or indirect dependencies with incompatible licenses. GPL dependencies were the main cause. A 2017 ACM paper on large-scale detection says that careless use of open-source software can create significant legal and security risks.

What to ask for

Ask for two things:

• A list of every third-party package in the deliverable, with its license.
• A clause that bars adding a copyleft license without your written approval.

Keep that list. Investors ask for it later. Our piece on technical due diligence before a Series A shows where it fits in the chain of title.

How do you fix it if you never signed anything?

Ask the contractor to sign a confirmatory assignment now. Until then, you probably hold a license, not ownership.

A later writing can confirm an earlier agreement. The rule I can source comes from the Ninth Circuit. In Valente-Kritzer Video v. Pinckney, the court said that if an oral transfer of a copyright license is later confirmed in writing, the transfer is valid. A 2017 Ninth Circuit decision, which is not binding precedent, held that a signed annual report was enough, according to a Loeb & Loeb summary.

What to do, in order

1. Check what you have. Look for any signed paper. This could be an invoice with terms, a platform agreement or an email saying "all rights transfer to you." Under section 204(a), a "note or memorandum" can be enough, but the owner must have signed it.
2. Send a short confirmatory assignment. Keep it to one page. It should name the work and say that the contractor assigned all rights in it to you, as of the date it was created. The contractor must sign it. If the contractor asks for a fee, weigh it against the cost of a dispute.
3. Record it if the code matters. The Copyright Office accepts documents that transfer copyright ownership for recordation under 37 CFR 201.4. Recording is optional, and your lawyer can tell you whether it helps.
4. If the contractor is gone or refuses, assume you hold only a license. The court in Effects Associates found an implied nonexclusive license. In the UK, the IPO says a court may imply a licence that gives the commissioner only a limited, non-exclusive right. Do not build the company on that. Rewrite the code or negotiate.
5. Collect it at the exit. When a contractor leaves, get the signed assignment in the same hour that you remove their access. Our contractor offboarding checklist puts this on the list.

The limits

This is a Ninth Circuit rule. Other circuits and other countries can differ. In the UK, section 90(3) requires an assignment to be in writing and signed by the assignor, so get the signature in any case. A lawyer should read anything you sign in the middle of a dispute.

Where RocketDevs fits

If you hire through a platform, the ownership clause sits in the platform's terms. Read it like any other contract, and read it before the first invoice.

What the RocketDevs terms say

RocketDevs' public Terms of Service, effective 17 July 2026, deal with ownership in section 7. Talent assigns to the client all right, title and interest in the deliverables created for the client. This applies once the client has paid any undisputed fees. It covers patents, copyrights, trade secrets and any moral rights that can be waived.

If you have a signed Sourced Talent Matching Agreement with RocketDevs, that agreement governs your engagement instead. Read whichever one applies to you.

Test the terms against the five clauses

Run the terms through the checklist from earlier in this piece. These questions are a guide, and we have not assumed what the answers are.

• Timing. Ownership passes on payment of undisputed fees. Is that timing clear enough for you? If a fee is disputed, ownership may not pass yet.
• Scope. Does "deliverables created for the client" cover everything you care about, such as ideas, designs and data?
• Background code and open source. Do the terms require a list of earlier code and third-party components, with their licenses? If not, add that to your statement of work.
• Signatures. Is the assignment effective without a separate signed paper, or do you need one for your own records? A signed confirmation is cheap insurance.

What vetting does and does not do

We put every developer through 6-8 hours of assessment and accept the top 2%. Associate rates start from $9.99/hr. Every engagement comes with a 14-day risk-free trial, which is money-back and 100% honoured.

The point of this is access to good developers. It is not a substitute for ownership paperwork. A good developer still needs a clear assignment, and a clear assignment still needs a careful reading. If you want to build a vetted team with RocketDevs, run the five clauses against the terms you sign.

Conclusion: before the first commit

Mattel and MGA fought for nine years over a handful of sketches. Two juries gave two answers. The Ninth Circuit looked at one clause and found it unclear. Mattel's claim for more than $1 billion turned on a few lines that nobody had read closely enough.

Bryant was an employee, and his contract still failed to settle the question. A contractor starts from a weaker position, because the law gives the code to whoever wrote it. Paying the invoice does not change that. Only a signed assignment does.

Your own version of this fight is easy to avoid. It costs one page, drafted before work begins. Assign the rights now, and define the scope by the work, not the clock. Cover every right, list the old code and the open source, and get both signatures before the first commit.

If you have already started without a contract, do not wait. Ask for a confirmatory assignment this week. Contractors are easiest to find, and most willing to sign, while the relationship is still good.

Nobody remembers the contract on the day the code ships. They remember it years later, when an investor asks for the chain of title, or a former contractor sends a letter. That is the day you find out whether you own what you built.

So read the clause today, while it costs nothing. The best time to win the Bratz fight is before it starts.

Frequently asked questions

Does a contractor own the code they write?

In the US, yes, by default. Copyright belongs first to the author, and a contractor's software is not a work made for hire. Section 204(a) requires a signed written transfer to move ownership to you.

In the UK, the author is also the first owner. Check the law of the country where the contractor works.

Is software work made for hire?

In practice, only when an employee writes it within the scope of their employment. Section 101 lets commissioned works count only in nine categories, and software is not one of them.

Calling a contractor's software "work made for hire" in the contract does not change that. Add a written assignment as the real transfer.

What is an IP assignment clause?

It is the sentence in a contract by which the person who made the work transfers the rights in it to you. A good one assigns the rights now, not later. It covers all the rights, and it defines the work by what it is, not by when it was made.

The five-clause table above gives wording to start from.

What happened in the Bratz lawsuit?

Mattel said a designer drew Bratz while he was employed by Mattel. A 2008 jury agreed. A 2011 jury found that Mattel had not proven it owned the drawings and sculpts.

In 2010, the Ninth Circuit cancelled the first result because of how Bryant's agreement was read. In 2013, it threw out MGA's trade-secret verdict and upheld MGA's copyright fees. The Ninth Circuit's 2010 opinion explains the contract holdings.

Can I get IP assigned after the work is done?

Often, yes, if the contractor will sign. The Ninth Circuit has held that a later writing can confirm an earlier oral transfer. A signed confirmatory assignment is the usual fix.

If the contractor is gone or says no, you probably hold only an implied license. Ask a lawyer before you rely on it.

James Hitch, COO at RocketDevs.LinkedIn

Sources

Pages without a publication date were read on November 8, 10 and 12, 2026.

Courts and legal instruments

• Ninth Circuit, Mattel, Inc. v. MGA Entertainment, Inc., 616 F.3d 904, July 22, 2010, amended October 21, 2010
• Ninth Circuit, Mattel, Inc. v. MGA Entertainment, Inc., No. 11-56357, January 24, 2013
• U.S. Supreme Court, Community for Creative Non-Violence v. Reid, 490 U.S. 730, 1989
• U.S. Supreme Court, Stanford v. Roche Molecular Systems, 563 U.S. 776, 2011
• Ninth Circuit, Effects Associates, Inc. v. Cohen, 908 F.2d 555, 1990
• Ninth Circuit, Valente-Kritzer Video v. Pinckney, 881 F.2d 772, 1989
• Chanrobles, Community for Creative Non-Violence v. Reid, syllabus, 1989 decision

Statutes, regulations and official guidance

• U.S. Code, 17 U.S.C. 101, definitions
• U.S. Code, 17 U.S.C. 201, ownership of copyright
• U.S. Code, 17 U.S.C. 203, termination of transfers
• U.S. Code, 17 U.S.C. 204, execution of transfers
• U.S. Copyright Office, Circular 30, Works Made for Hire
• eCFR, 37 CFR 201.4, recordation of transfers
• UK Parliament, Copyright, Designs and Patents Act 1988, section 11
• UK Parliament, Copyright, Designs and Patents Act 1988, section 90
• UK Intellectual Property Office, Ownership of copyright works, GOV.UK, August 19, 2014
• European Parliament and Council, Directive 2009/24/EC on the legal protection of computer programs

Research and licenses

• Jorge L. Contreras, Ownership and Assignment of Intellectual Property, Cambridge University Press, 2022
• Makari, Zerouali and De Roover, Prevalence and Evolution of License Violations in npm and RubyGems Dependency Networks, ICSR 2022
• Duan, Bijlani and Xu, Identifying Open-Source License Violation and 1-day Security Risk at Large Scale, ACM CCS 2017
• Black Duck, 2026 Open Source Security and Risk Analysis report, March 2026
• Free Software Foundation, GNU General Public License, version 3
• Open Source Initiative, The MIT License
• DCBA Brief, An Employer's Guide to Copyright Law's Work for Hire Doctrine
• Lexplug, Works Made for Hire (Employee vs. Contractor)
• Black Duck, Software governance in the AI era: key findings from the 2026 OSSRA report
• HeroDevs, 68% of Codebases Contain License Conflicts and AI-Generated Code Is Making It Worse, May 26, 2026

News and commentary

• Associated Press, Courts cut $172 million from Bratz doll verdict, via KTAR, January 24, 2013
• Reuters, Jury finds Mattel did not prove Bratz ownership, via Fox Business, April 21, 2011
• Associated Press, Jury rules Bratz dolls conceived at Mattel, via ABC11, July 17, 2008
• Associated Press, Jury rejects Mattel's Bratz doll copyright claim, via the Dalton Daily Citizen, April 22, 2011
• Steptoe LLP, Jury Rules Against Mattel In Long-Running Bratz Doll Fight, via Mondaq, April 27, 2011
• Loeb & Loeb LLP, Johnson v. Storix, Inc., January 2018
• Wikipedia, Bratz, context only
• Agence France-Presse, U.S. Court Throws Out Bratz Doll Award Against Mattel, via IndustryWeek, January 24, 2013
• Law.com, Court throws out $80 million verdict in Bratz case, January 25, 2013
• Mattel, Inc., Form 10-Q, Note 20, Contingencies, SEC, six months ended June 30, 2013
• Help Net Security, Open-source security debt grows across commercial software, February 26, 2026
• SD Times, Report: open source licensing conflicts hit an all-time high as organizations struggle to audit AI-generated code for IP risks
• Wikipedia, Community for Creative Non-Violence v. Reid, context only
• Wikipedia, Carter Bryant, context only

RocketDevs

• RocketDevs, Terms of Service, effective July 17, 2026