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Not clarifying is the right thing to do. If the license is unclear, it should be fixed by a lawyer who knows what they are doing. Nobody else in the company should try to explain what the license actually means. Trying to explain a license creates informal interpretations and a legal paper trail that can confuse things even more and be used against the company later. It can even create a new contract under some jurisdictions.

Mattermost should be aware of the contra proferentem ('interpretation against the draftsman') doctrine of contractual interpretation. Ambiguity works against the party who provided the wording.

Sometimes a license is confusing to a layman but consists of standard, established legal jargon. Don't touch the code until you know what it means from a source that knows what they are talking about. Don't take internet guesses or opinions as fact.

This is why using standard well drafted licenses verbatim is so useful. Legal phrases that have established meanings clear things up for legally even if they confuse the rest of us.

4 comments

Isn’t the right thing to do is for “the company” to clarify the license it offers its software and code under?

I think we understand that random devs on GitHub aren’t the right ones to resolve it, but I find it hard to believe the correct response is for the company to do nothing.

> If the license is unclear, it should be fixed by a lawyer who knows what they are doing.

It's been 7 years and not fixed, apparently.

> Not clarifying is the right thing to do.

Legally? Likely not. Ethically, definitely not.

Legally, (in the US at least,) any ambiguity in the interpretation of a contract will most often be interpreted to benefit of the party that didn't draft the contract. In this case, the interpretation of license would likely benefit the user. But then, I'm only repeating what you've already said. So the ambiguity here doesn't benefit them legally speaking. I do agree, a frontline engineer shouldn't be trying to clarify the legal meaning in a github issue (without the legal expertise a good legal team would contribute). I don't agree that leaving the understanding to be ambiguous, is a solid legal decision.

Then, ethically. If someone ask if the license is trying to trap them, and all you do is shrug. You're not the good guy, ethically speaking.

> This is why using standard well drafted licenses verbatim is so useful. Legal phrases that have established meanings clear things up for legally even if they confuse the rest of us.

This may be pedantically true, but the part that trumps the US doctrine of contra proferentem, is the original intent that both parties likely understood. The legal interpretation, while you say it may be confusing for some people, doesn't override what the parties reasonably understood the contract to state. Or in this case, license, to grant.

That is to say, if you represent your offering as open source, and enjoy the benefits of such. It's a fundamental error to assume the courts will later back you up when you change your mind, and attempt a rug pull. And that's ignoring the ethical implications, which are enough for me to wanna peace out. (I.e. if you're pissing off your users and supporters, it was the wrong decision.)

If the license has been unclear for 8 years and the company hasn't bothered to get a lawyer to fix it then the "I'm just an engineer and don't know about this stuff" excuse doesn't apply. It's obvious that they are deliberately keeping the license vague and confusing to scare users into paying for a commercial edition while also calling their product "open source" for marketing purposes.

I really don’t think it’s unclear. The use of “you may be … in one of two ways” is unambiguous. The fact someone opened an issue is evidence that one person was confused by it, but we don’t know anything about that person. They may not be a native speaker of English. Or they might be trying to pick a fight because the licensing terms don’t agree with their viewpoint.

Counterpoint: https://news.ycombinator.com/item?id=46862339

As I said, nobody should touch unclear license.

Just forget the company and software, there is no reason to bitch about it. 7 years is too long to fix.

No, it is great that people bitch about it. These companies need to be called out and shamed. Now I know that I will not waste time evaluating Mattermost.