How Long Does Buyer Have ...

**crabby** · 12-24-2002, 03:01 PM

Okay, here's a situation about which I welcome opinions:

Seller sells 3 domains to Buyer: samecityname.info, samecityname.biz, samecityname.us. The .info and .biz versions are with the same registrar. The .us version was with a different registrar. The buyer wanted all three versions, and paid $1000 each.

For the .info and .biz versions, the registrar's procedure was to "push" the domains from the Seller's account to the Buyer's account, requiring no faxed documents, notarization, etc.

For the .us version, the registrar required notarized paperwork from the Seller. The Seller executed the paperwork with notarization, sent that paperwork to the Buyer, and the Buyer faxed all paperwork to the registrar, and the name was successfully transferred to the Buyer.

The Buyer still hasn't opened an account with the registrar for the .info/.biz versions, making transfer of ownership impossible.
The sale of the .info/.biz versions is 6 months old, and the Buyer seems to have no interest having ownership of the .info/.biz versions transferred. After the Buyer paid in full for the names, the Seller sent several emails reminding the Buyer to open an account with the registrar to facilitate transfer of ownership. The last of these email reminders was sent a month or more after the domains were paid for. The Buyer has not replied to any of these reminders, and has not sent any correspondence regarding transfer of these domains. Seller actually called the Buyer and left voice message reminder to get his/her end of the transfer going. No reply from Buyer.

So my question is: If the Buyer never completes his/her end of the ownership transfer, that is, never opening up an account with the registrar to enable the "push", how long must the Seller wait until the Buyer no longer has a claim to the name? Two years? Four years? Both Buyer and Seller are located in California.

Note: Contingency for the above scenario was not addressed in the sales agreement. The Seller never figured the Buyer would not take the required steps to transfer ownership.

**jberryhill** · 12-24-2002, 05:58 PM

This is why I try to avoid using agreements that say "X will transfer the domain name to Y", but something more along the lines of "X will execute all documents and undertake such further actions as required to establish Y as the registrant of the domain name."

When you transfer a domain name, you often put yourself at the mercy of inept registrars and clueless transferees who can frustrate your every effort at actually getting the domain name transferred. Using an agreement that says, in effect, "I'll do whatever is required at my end, but from there you are on your own" avoids arguments later on when the transferee or the registrar screws something up (e.g. not paying the renewal, dropping the domain name, whatever). You are getting paid to transfer the name, not to make them the registrant or to ensure that they remain the registrant.

Although I don't like to think of domain registrations as either "goods" or "property", it is analogous to using F.O.B. terms in a sales contract - "Once I put it on the truck, it's yours".

**crabby** · 12-25-2002, 10:53 AM

John,

The sales agreement only obligated the Seller to complete the Seller's end of a transfer, and in this case, that obligation is to "push" the domain name into the account of the Buyer, when the Buyer decides to set up an account with the registrar.

So if the Buyer never sets up an account with the registrar, and doesn't contact the Seller to proceed with the ownership transfer, HOW LONG BEFORE THE SELLER CAN SELL TO SOMEONE ELSE?

In other words, if you are in Bloomingdales, and purchase a shirt, then you leave the shirt in the store, how long before Bloomingdales has the right to trash the shirt or resell it?

**dtobias** · 12-25-2002, 12:52 PM

If I were the seller in this case, I wouldn't ever try to sell or use the domains in question again, because as far as I was concerned, they didn't legally belong to me once I sold them. If, after making reasonable effort to complete the transfer, the buyer still refused to cooperate, I'd just ignore the domains from then on; I'd leave them at some default parking page, not make any attempt to use or resell them, and not pay renewal fees when they came due. Either the buyer would eventually come to his/her senses and complete the transfer, or the domain would expire eventually due to nonpayment (after which, if the buyer later complained that somebody else had registered it, I'd say I gave him every opportunity to complete the transfer and it's his fault if he dropped the ball).

It would be a good idea to keep copies of any correspondence regarding the attempted transfer in case the buyer later makes trouble about it.

**dtobias** · 12-25-2002, 12:54 PM

I'd also most likely change the admin / tech / billing contacts in the current registrar record for the domain to that of the purchaser (as gleaned from the WHOIS records of the other domains he/she owns), which should facilitate the purchaser transferring or renewing the domain him/herself, without my further assistance, if he/she later desires.

**HOWARD** · 12-26-2002, 11:53 AM

Excellent advice from DTOBIAS in both posts.

**dictionaryof** · 12-26-2002, 04:15 PM

Excellent advice from DTOBIAS in both posts.

I'd agree with DTOBIAS as well.

Ignore them; don't renew them.

If they expire and drop, pick them up again and they're legitimately yours to use or sell again.

**biggedon** · 12-26-2002, 04:24 PM

Had the same problem also. I figure 30 days is enough time. After
that, there should be no chargebacks and the buyer has just lost
the property. Just like in the dry cleaning biz!

**crabby** · 12-26-2002, 05:01 PM

Dan's suggestions certainly fall within the "do the right thing" category. But the question remains: Is there a statute of limitations for this sort of thing?