Start-ups routinely document intellectual property ownership late, usually when an investor asks. DeliveryEase Inc. v. Tahir et al, 2026 ONSC 4558, released August 18, 2026, shows what that costs when a co-founder later changes his position. Ramsay J. granted an interlocutory injunction requiring a co-founder and his company to hand over the source code, credentials and administrative access the business needed to operate. The order was made at the July 23 hearing (paras. 7, 91). The findings are interlocutory and not binding at trial, but the dispute is one corporate solicitors can prevent.

A start-up built on one person’s code

DeliveryEase runs a pharmaceutical delivery platform. It was incorporated in July 2023. Abdel Tahir was a co-founder, director, shareholder and Chief Technology Officer, and also the sole shareholder and principal of Adelpha Technologies Inc. (“AdelphaTech”) (para. 2).

By the fall of 2024, the plaintiff says, it needed new funding to keep operating. On its uncontested evidence, two investors required the parties to reduce to writing the existing ownership of the software assets (para. 28). Mr. Tahir researched, drafted and signed an IP Assignment Agreement on behalf of AdelphaTech on or about October 1, 2024, with an effective date of July 7, 2023 (paras. 29, 40). A second agreement followed on or about November 13, 2024, also effective July 7, 2023 (Appendix A, para. 1(c)). When relations broke down, the defendants took the position that AdelphaTech owned the platform, that it was complete before incorporation, and that the assignment covered only IP yet to be developed (paras. 9, 46). Mr. Tahir was the only person with the credentials to access the source code, which sat on GitHub and Bitbucket (paras. 73, 76). Wal-Mart supplied about 85% of the plaintiff’s revenue, and the company had already missed a June 1 deadline for a feature promised to it (para. 76).

Serious issue: the assignment and the admissions

The court found a serious issue to be tried on two independent routes: the first Assignment Agreement, and Mr. Tahir’s status as an employee after it was signed (para. 26).

On the assignment, s. 13(4) of the Copyright Act requires only a writing signed by the owner; the assignee need not sign (para. 32). Mr. Tahir confirmed by email in April 2026 that the plaintiff owned the software assets, his lawyer’s “With Prejudice” letter of May 20, 2026 said the same, and his own affidavit conceded that after signing he referred to the pre-existing IP as the company’s in business correspondence and in the ordinary course of operating the company (para. 38).

The economic duress argument made little headway on this record. Applying the four questions from Gordon v. Roebuck, the court noted that Mr. Tahir did not depose that he protested. He drafted the document himself, and that he took no steps to avoid it (paras. 42, 51, 53). There was no evidence of pressure beyond bald allegations. The court’s findings on this point are not binding at trial, and the effect of the agreement remains to be tested on a full record (paras. 41, 45).

The court addressed the absence of independent legal advice directly: “There is no dispute that Mr. Tahir did not have independent legal advice. However, he drafted the document, and, as the plaintiff points out, Mr. Tahir is a sophisticated businessman.” (para. 51)

Serious issue: employment and s. 13(3)

The second route was s. 13(3), under which an employer is the first owner of copyright in work produced in the course of employment (para. 61). Mr. Tahir argued on the motion that he was an independent contractor. However, the defendants’ own statement of defence admitted he was an “employee” of DeliveryEase, and there was no evidence before the court that those admissions had been withdrawn (paras. 58, 60). Whether the software was created in the course of employment, rather than merely refined, was left for trial (para. 63).

Irreparable harm and the order

The real risk of losing the business, its key customer and its goodwill constituted irreparable harm, and the balance of convenience favoured preserving the plaintiff’s ability to operate (paras. 81–83, 87). Paragraph 2 of the order requires the defendants to hand over usernames, passwords and administrative-level access to every repository, server and account. It also requires them to move the recovery email, multi-factor authentication, billing and support contacts to the company (Appendix A, para. 2).

The defendants had delivered a notice of motion to stay in favour of arbitration, but it was not before the court, and they did not challenge the plaintiff’s position that s. 6.02 of the Amended Unanimous Shareholders’ Agreement permits equitable remedies, including an injunction (paras. 21–22).

Key takeaways for transactional counsel

1. Document IP ownership at incorporation. Here the assignment was signed fifteen months after incorporation, during a funding round. It carried an earlier effective date that the founder later pleaded he was pressured to accept (paras. 28, 40). A day-one assignment would have removed the effective-date pressure argument.
2. Name the pre-existing IP. The live dispute is whether the assignment reached code written before incorporation (para. 46). Schedule the existing codebase and repositories. State that the assignment covers work created before and after the effective date.
3. Take independent legal advice, or a written waiver, from any founder assigning IP. Tahir’s drafting and sophistication answered the absence of advice (para. 51). A certificate of independent legal advice removes the argument before it starts.
4. Document the founder’s status. Section 13(3) gave the company a second route. That route existed largely because the defendants admitted employment in their pleading, supported by unchallenged evidence of how he worked (paras. 58, 60–62). Where a founder is paid through a personal services company, put an IP assignment in both the employment agreement and the services agreement.
5. Treat credentials as corporate property. Require company-owned repository and hosting accounts, more than one administrator, and recovery contacts in the company’s name. These are the items the court had to order handed over (Appendix A, para. 2).
6. Preserve court access in the arbitration clause. The defendants did not dispute that the shareholders’ agreement’s equitable-remedies clause allowed the company to seek an injunction (para. 21). Draft that carve-out expressly.