# Employee Invention Assignment in Montana[^about] Montana has no California-style own-time carve-out and no notice requirement, but it is not a blank slate either — an 1895 Field Civil Code provision, MCA 39-2-102, declares that everything an employee acquires by virtue of employment belongs to the employer, and no Montana court has decided whether that text reaches inventions. The Montana Supreme Court has treated the employment relationship as primarily contractual without automatic employer ownership, so who owns an invention absent a written assignment is genuinely unclear, and a post-employment holdover clause would most likely be tested under Montana's restraint-of-trade reasonableness framework. ## Can a Montana employer require assignment of every invention? {#statutory-carve-out} **Short answer.** There is no employee-protective ceiling — Montana has no §2870-style statute voiding the assignment of a true own-time, own-resource invention — but Montana is not a pure no-statute state either. MCA § 39-2-102, an 1895 Field Civil Code provision, declares that everything an employee acquires by virtue of employment belongs to the employer, and whether that partial employer-ownership rule reaches inventions is an open question no Montana court has decided [^mt-39-2-102-employer-acquisition][^ruff-not-heretofore-construed]. Start with what the statute books do and do not contain. Montana has enacted no employee-invention-assignment statute: nothing in the Montana Code Annotated voids an overreaching assignment clause, carves out own-time inventions, or requires any disclosure about the clause's limits. What Title 39 does contain is a much older and much broader provision — § 39-2-102, captioned What belongs to employer — that sweeps in everything an employee acquires by virtue of the employment [^mt-39-2-102-employer-acquisition]. "Everything that an employee acquires by virtue of employment, except the compensation, if any, that is due from the employee's employer, belongs to the employer, whether acquired lawfully or unlawfully or during or after the expiration of the term of the employee's employment."[^mt-39-2-102-employer-acquisition] Read literally, that text plausibly reaches an invention conceived by virtue of the employment — which would make Montana employer-favoring rather than employee-protective. But the statute never mentions inventions, and the only Montana Supreme Court decision to confront it in an employee-intellectual-property dispute declined to give it that automatic effect. In *Associated Management Services, Inc. v. Ruff*, a fight over payroll software the employee had developed, the court said it had not previously construed how § 39-2-102 interacts with the employee-duty statutes, and it resolved ownership through the parties' contract instead — the employment relationship, the court emphasized, is primarily a contractual one [^ruff-not-heretofore-construed]. "Though we have not heretofore construed the interplay between §§ 39-2-102, -403, and -409, MCA, the employment relationship is primarily a contractual relationship. Section 39-2-101, MCA."[^ruff-not-heretofore-construed] So Montana sits between the two familiar camps. It is not a carve-out state — a Montana employer can, in principle, contract for assignment more broadly than a California or Washington employer, because no statute voids the overreach. And it is not a clean no-statute state — § 39-2-102 hovers over the analysis as a possible employer-ownership default that a future court could apply to inventions. The uncertainty comes from ambiguous statutory text plus missing case law, not from any conflict in the decided cases. The practical limits on an aggressive clause are ordinary contract law and, for post-employment reach, Montana's restraint-of-trade framework (see the holdover question below). ## Must a Montana employer notify the employee? {#employee-notice} **Short answer.** Not applicable. Because Montana has no invention-assignment statute, there is no statutory carve-out to notify the employee about and no notice requirement of the kind California imposes under Labor Code § 2872 or Washington imposes under RCW 49.44.140(3). The one Montana statute that touches employee acquisitions, MCA § 39-2-102, vests ownership language in the employer without conditioning anything on notice to, or disclosure by, anyone [^mt-39-2-102-no-notice]. There is nothing to give notice of. Notice statutes exist to alert the employee to a statutory own-time carve-out that limits the assignment clause; Montana has enacted no such carve-out, so there is no statutory line for a notice to mark. That is why this entry is marked not applicable rather than a bare no — the question presupposes a statutory regime Montana does not have. Nor does the employer-acquisition statute impose any procedural formality of its own. Its text operates unconditionally, without reference to any warning, acknowledgment, or disclosure [^mt-39-2-102-no-notice]. "Everything that an employee acquires by virtue of employment, except the compensation, if any, that is due from the employee's employer, belongs to the employer, whether acquired lawfully or unlawfully or during or after the expiration of the term of the employee's employment."[^mt-39-2-102-no-notice] For a multistate employer the takeaway is symmetrical: a Montana employer neither has to give a § 2872-style notice nor can rely on one to cure an overbroad clause. Whether an assignment binds turns on the contract language, the unresolved statutory default discussed elsewhere on this page, and the general limits on restraints — not on any notice formality. ## Who owns an invention by default in Montana? {#default-ownership} **Short answer.** Genuinely unclear — Montana is caught between two defaults that point in opposite directions. The federal baseline is that rights in an invention belong to the inventor unless assigned, subject to the narrow hired-to-invent exception and the employer's shop right. But MCA § 39-2-102's text — everything acquired by virtue of employment belongs to the employer — points the other way, and no Montana court has resolved the tension for an invention [^stanford-inventor-default][^mt-39-2-102-ownership-text][^ruff-recites-employer-acquisition]. The federal starting point is settled. *Stanford v. Roche* restates the premise that has governed since the first Patent Act: an invention belongs to the person who conceived it [^stanford-inventor-default]. "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor."[^stanford-inventor-default] Against that baseline, the traditional common-law doctrines allocate limited rights to the employer. Under *United States v. Dubilier Condenser Corp.*, an employee hired to invent must assign the resulting patent [^dubilier-hired-to-invent], and an employee who used the employer's time, materials, and appliances owes the employer a shop right — a non-exclusive license, not ownership [^dubilier-shop-right]. "One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained."[^dubilier-hired-to-invent] "where a servant, during his hours of employment, working with his master's materials and appliances, conceives and perfects an invention for which he obtains a patent, he must accord his master a non-exclusive right to practice the invention."[^dubilier-shop-right] Note the framing here: our review found no Montana Supreme Court decision adopting or applying the shop-right or hired-to-invent doctrines. A Montana court confronting an ownership fight without a written assignment would be writing on a clean slate, with *Dubilier* the canonical statement it would most likely consult — a prediction, not Montana authority. What makes Montana genuinely uncertain rather than merely quiet is § 39-2-102. Read literally, the statute would hand the employer everything the employee acquires by virtue of the employment — which, applied to an invention, would displace the inventor-first baseline entirely [^mt-39-2-102-ownership-text]. "Everything that an employee acquires by virtue of employment, except the compensation, if any, that is due from the employee's employer, belongs to the employer, whether acquired lawfully or unlawfully or during or after the expiration of the term of the employee's employment."[^mt-39-2-102-ownership-text] The Montana Supreme Court treats that text as live law — in *Associated Management Services, Inc. v. Ruff* it recited the rule while analyzing an employer's claim to employee-developed software [^ruff-recites-employer-acquisition]. Yet *Ruff* did not treat the statute as automatic employer ownership. The court resolved the dispute through the parties' contract, holding that the employment relationship is primarily contractual and that the agreement's scope defined what the employer owned — the employer did not automatically acquire work product created outside contract-defined duties [^ruff-contract-primacy]. "Though we have not heretofore construed the interplay between §§ 39-2-102, -403, and -409, MCA, the employment relationship is primarily a contractual relationship. Section 39-2-101, MCA."[^ruff-contract-primacy] **Open statutory question:** whether § 39-2-102 reaches patentable inventions at all. No Montana case applies it to a patent, *Ruff* signals contract primacy and scope-of-duties limits, and under federal law any employer interest in a patent must in any event trace back to the inventor through some transfer [^stanford-traceback] — but a Montana court could still treat the statute as an ownership hook for an in-scope invention. This page therefore reports the default as unclear rather than picking a side the authorities have not picked. "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor."[^stanford-traceback] The drafting consequence is the same one careful employers reach everywhere, only more urgent here: because the default is contested, a written present-assignment clause (*hereby assigns*) that transfers title automatically on conception is the dependable path, and relying on the statutory default is a litigation position, not a plan. ## Are trailing-assignment (holdover) clauses enforceable in Montana? {#holdover-clause-limit} **Short answer.** Only so far as reasonable, most likely — by analogy, not by holding. Our review found no Montana decision addressing a post-employment invention-assignment tail. What Montana does have is a statutory restraint-of-trade framework: MCA § 28-2-703 voids a contract restraining anyone from exercising a lawful profession, trade, or business except in two narrow statutory situations, and the Montana Supreme Court enforces employment covenants only when reasonable and supported by a legitimate business interest. A court asked to enforce an aggressive holdover clause would most likely test it under that framework [^mt-28-2-703-restraint-void][^access-organics-three-part-test][^wrigg-legitimate-interest]. The statutory backdrop is categorical. Montana, like a handful of states that inherited the same Field Code text, starts from a void-unless-excepted rule for restraints of trade [^mt-28-2-703-restraint-void]. "Any contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided for by 28-2-704 or 28-2-705, is to that extent void."[^mt-28-2-703-restraint-void] The two statutory exceptions cover the sale of a business's goodwill and partnership dissolution — neither covers an employment invention clause. Employment covenants survive in Montana only through the reasonableness gloss the Montana Supreme Court has applied to the statute. In *Access Organics, Inc. v. Hernandez*, the court restated that a covenant not to compete is upheld as reasonable only if it meets three requirements [^access-organics-three-part-test]. "(1) [I]t must be partial or restricted in its operation in respect either to time or place; (2) it must be on some good consideration; and (3) it must be reasonable, that is, it should afford only a fair protection to the interests of the party in whose favor it is made, and must not be so large in its operation as to interfere with the interests of the public."[^access-organics-three-part-test] The same decision underscores how those covenants are read: Montana public policy strongly disfavors restraints, so covenants are construed strictly [^access-organics-strict-construction]. "Since Montana’s public policy strongly disfavors agreements in restraint of trade, as discussed above, we construe non-compete agreements strictly"[^access-organics-strict-construction] *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.* adds a threshold requirement with real bite for trailing clauses: the covenant must serve a legitimate business interest, and the employer normally forfeits that interest by ending the relationship itself [^wrigg-legitimate-interest]. "We agree that an employer normally lacks a legitimate business interest in a covenant when it chooses to end the employment relationship."[^wrigg-legitimate-interest] Three hedges keep this honest. First, extending the covenant framework to an invention holdover is a prediction: no Montana court has faced one, and a court could instead treat a narrow trailing clause as pure ownership allocation rather than a restraint. Second, the trigger matters — a clause that functions as a practical restraint on the former employee's ability to work in the field is the kind most likely to draw § 28-2-703 scrutiny; a short tail tied to inventions conceived from the employer's confidential information looks less like a restraint. Third, our review found no Montana authority on reforming an overbroad clause, and the strict-construction approach gives no assurance a court would trim an overreaching tail rather than refuse to enforce it — § 28-2-703's own text voids an offending contract to that extent [^access-organics-strict-construction][^mt-28-2-703-restraint-void]. > [!NOTE] > **Practice note.** > > Do not treat MCA § 39-2-102 as a self-sufficient assignment. Whether the statute reaches inventions is undecided, and the Montana Supreme Court has resolved employee-created-IP ownership through the contract rather than the statute [^ruff-contract-primacy-practice]. Federal patent title must in any event trace back to the inventor, so use a written present-assignment (*hereby assigns*) clause that transfers title automatically on conception instead of relying on the contested statutory default [^stanford-traceback-practice]. And keep any trailing or holdover tail narrow, short, and tied to the employer's protectable information, because Montana voids restraints of trade outside two narrow exceptions, construes covenants strictly, and normally denies a legitimate business interest to an employer who ends the relationship itself [^mt-28-2-703-restraint-void][^access-organics-strict-construction][^wrigg-legitimate-interest]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-07-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Montana. This article synthesizes Montana primary law and is not legal advice from a Montana-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. CC BY 4.0. Cite as Steven Obiajulu, *Employee Invention Assignment in Montana*, OpenAgreements (last updated July 2, 2026), https://openagreements.org/practice-guides/invention-assignment/us/montana. [^mt-39-2-102-employer-acquisition]: **Mont. Code Ann. § 39-2-102** — "Everything that an employee acquires by virtue of employment, except the compensation, if any, that is due from the employee's employer, belongs to the employer, whether acquired lawfully or unlawfully or during or after the expiration of the term of the employee's employment." *Mont. Code Ann. § 39-2-102.* [^ruff-not-heretofore-construed]: **Associated Mgmt. Servs., Inc. v. Ruff** — "Though we have not heretofore construed the interplay between §§ 39-2-102, -403, and -409, MCA, the employment relationship is primarily a contractual relationship. Section 39-2-101, MCA." *Associated Mgmt. Servs., Inc. v. Ruff, 2018 MT 182, 392 Mont. 139, 424 P.3d 571.* [^mt-39-2-102-no-notice]: **Mont. Code Ann. § 39-2-102** — "Everything that an employee acquires by virtue of employment, except the compensation, if any, that is due from the employee's employer, belongs to the employer, whether acquired lawfully or unlawfully or during or after the expiration of the term of the employee's employment." *Mont. Code Ann. § 39-2-102.* [^stanford-inventor-default]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).* [^mt-39-2-102-ownership-text]: **Mont. Code Ann. § 39-2-102** — "Everything that an employee acquires by virtue of employment, except the compensation, if any, that is due from the employee's employer, belongs to the employer, whether acquired lawfully or unlawfully or during or after the expiration of the term of the employee's employment." *Mont. Code Ann. § 39-2-102.* [^ruff-recites-employer-acquisition]: **Associated Mgmt. Servs., Inc. v. Ruff** — "Moreover, except for compensation due, ‘[e]verything that an employee acquires by virtue of employment" *Associated Mgmt. Servs., Inc. v. Ruff, 2018 MT 182, 392 Mont. 139, 424 P.3d 571.* [^dubilier-hired-to-invent]: **United States v. Dubilier Condenser Corp.** — "One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained." *United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).* [^dubilier-shop-right]: **United States v. Dubilier Condenser Corp.** — "where a servant, during his hours of employment, working with his master's materials and appliances, conceives and perfects an invention for which he obtains a patent, he must accord his master a non-exclusive right to practice the invention." *United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).* [^ruff-contract-primacy]: **Associated Mgmt. Servs., Inc. v. Ruff** — "Though we have not heretofore construed the interplay between §§ 39-2-102, -403, and -409, MCA, the employment relationship is primarily a contractual relationship. Section 39-2-101, MCA." *Associated Mgmt. Servs., Inc. v. Ruff, 2018 MT 182, 392 Mont. 139, 424 P.3d 571.* [^stanford-traceback]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).* [^mt-28-2-703-restraint-void]: **Mont. Code Ann. § 28-2-703** — "Any contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided for by 28-2-704 or 28-2-705, is to that extent void." *Mont. Code Ann. § 28-2-703.* [^access-organics-three-part-test]: **Access Organics, Inc. v. Hernandez** — "(1) [I]t must be partial or restricted in its operation in respect either to time or place; (2) it must be on some good consideration; and (3) it must be reasonable, that is, it should afford only a fair protection to the interests of the party in whose favor it is made, and must not be so large in its operation as to interfere with the interests of the public." *Access Organics, Inc. v. Hernandez, 2008 MT 4, 341 Mont. 73, 175 P.3d 899.* [^wrigg-legitimate-interest]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "We agree that an employer normally lacks a legitimate business interest in a covenant when it chooses to end the employment relationship." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* [^access-organics-strict-construction]: **Access Organics, Inc. v. Hernandez** — "Since Montana’s public policy strongly disfavors agreements in restraint of trade, as discussed above, we construe non-compete agreements strictly" *Access Organics, Inc. v. Hernandez, 2008 MT 4, 341 Mont. 73, 175 P.3d 899.* [^ruff-contract-primacy-practice]: **Associated Mgmt. Servs., Inc. v. Ruff** — "Though we have not heretofore construed the interplay between §§ 39-2-102, -403, and -409, MCA, the employment relationship is primarily a contractual relationship. Section 39-2-101, MCA." *Associated Mgmt. Servs., Inc. v. Ruff, 2018 MT 182, 392 Mont. 139, 424 P.3d 571.* [^stanford-traceback-practice]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).*