Centrestage Management Pty Ltd –v–
Riedle (Federal Court of Australia)
What is the purchaser of a computer program entitled to do with
that program? The purchaser is, of course, entitled to use the
program for the purpose it was intended to be used. This right may
be referred to in the written terms of agreement provided with the
program, or will be implied by law if there is no express term to
The purchaser also has rights conferred by legislation,
including (subject to paragraphs 47B – 47F of the
Copyright Act) the right to:-
make products which are interoperable with the program;
study the ideas behind the program and the way in which it
make back-up copies; and
test the security of the program.
But, does the purchaser have any right to modify or upgrade the
program? This question was raised by the recent Federal Court case
of Centrestage Management Pty Ltd –v–
In that case, Roberts developed a computer program and engaged
Riedle to make some upgrades to it. Riedle provided the upgraded
software to Roberts in return for payment by Roberts. However,
Riedle did not provide the source code for the program, and without
it Roberts could not (without great difficulty) modify or make
further upgrades. Riedle refused to provide the source code unless
additional payment was made by Roberts. Roberts brought proceedings
against Riedle seeking the right to access and use the source code
for the program.
The Court refused to allow Roberts access to the source code for
the purpose of modifying and upgrading the program.
In order to succeed, Roberts needed to establish that he had an
implied right to access and use the source code for the purpose of
modifying and upgrading the program. The Court rejected that
argument on the basis that the right to modify and upgrade the
program was not necessary for the reasonable and effective
operation of the contract.
An alternative argument made by Roberts was that he engaged
Riedle as an employee to develop the computer program, rather than
as an independent contractor. In general, an employer owns software
which is produced by an employee pursuant to the terms of
employment, but not software produced by an independent contractor.
This argument was also rejected by the Court.
The lesson from Centrestage Management Pty Ltd
–v– Riedle is that the purchaser of a
computer program has no implied right to modify or upgrade the
program, even if the program is one-off and custommade for the
purchaser. If the purchaser wishes to access the source code and
modify or upgrade the program at some future time, then express
permission to do so should be included in the contract with the
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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