I had a situation last week where I wanted to close on a domain name, but the seller had concerns about the domain sales agreement I sent. Since I use a standard domain agreement I had created by a domain lawyer based in New York, I was a bit taken aback by his concerns. I thought about it for a few minutes and realized that I may have been the same way had someone random offered to buy a domain name I owned and then sent over a two page legal agreement for me to sign.
I explained to him the different sections of the agreement, which included a section discussing the cost and payment terms, a section where it states that the domain name isn’t encumbered and/or had no trademark issues, a confidentiality clause, and other standard contract sections. I even explained that when he buys a big ticket item like a car or television, and even when he checks off a box of terms and conditions when registering a domain name, he is signing a contract.
In the end, I opted to move forward without the agreement rather than kill the deal. I was able to determine he was the original registrant 12 years ago (only able to see Whois history dating back to 2001), and everything matched up. Since I paid via Escrow.com and it’s a generic name, there were no special details added to the standard agreement.
On deals where certain conditions need to be met, it’s very important that a contract is used to protect both buyer and seller from any legal troubles that may arise down the road. It’s important that both parties’ expectations are laid out in the agreement, along with the ramifications if terms aren’t met. Rick had a post about his Property.com deal this morning, and you can see why an agreement can be very important, especially when it involves more than a domain sale.
I recommend using a sales agreement on most deals that you do, especially because you can re-use a boiler plate agreement that you paid for once. A standard domain sales agreement is one tool that is good for you to have on hand, and it isn’t very expensive to have created for your business.
Rick’s deal was exceptionally complex because it involved a short term agreement and then the long term agreement, a huge price tag, long term financing, and retained equity.
Also, Rick’s attorney is extremely high end, and at the most powerful law firm in Florida, and they write hardcore corporate style long and robust agreements.
Over 1 year for the acquisition negotiations.
So when you do big domain deals it comes with the terrority, big contracts, big lawyers, big discussions. LOL
But I believe things go one way or the other for a reason in the course of fate and destiny, so that’s just the way it is.
Can you provide a range that we can expect to pay to have a contract written up?
If I recall correctly, I believe it was under $300 total. Don’t count on my memory though 🙂
I decided long ago not to do any business without a contract. I have had people complain why do I need them to sign a contract “just for a domain name” and when I explain it they either grunt and agree or still whine about it. If it’s the latter, I will simply not do business with them.
There are a lot of reasons for this. For one, some people don’t understand business. Also, people think when they are dealing with a small, entrepreneurial business that they don’t need a contract. Where people have no issue agreeing to terms of domain sales at the likes of GoDaddy, they will squawk when dealing with the owner of the business.
I had this happen to me recently with a “friend” who I know was for the reason of size – he knew better that what he was questioning was correct, but didn’t feel he had to be in a “binding agreement” – term he kept repeating. I walked away, and feel good about myself for it.
I tend to err on the side of caution when it comes to any business deals, especially when it comes to putting it in writing. Call it the conservative New Englander in me, but I have a heck of a lot more people I call clients with whom I have contracts who are fine about it.
I once had a prospective buyer mail me a 10-page contract for a domain name I’d agreed to sell him for only $3,000.
10 pages. Yeah.
I’d told him when we began negotiating that I wanted to use Escrow.com with no contract, but he sent this monstrosity to me anyway. It featured all kinds of legalese that really had nothing to do with domain names. Looked like he – or his lawyer (I hope it wasn’t his lawyer) – simply copied and pasted some type of “cover everything” contract found at Joe’s Documents or something.
I declined to sign the ridiculous thing and lost the sale as a result, but there was no way I was going to be bound by that absurd thing.
Domain Contracts should be used when buying or selling a domain name just like buying or selling a house. There is a very useful site that I co-own called DomainContractPro.com, which provides 6 boilerplate domain purchase and sale agreements for as little as one domain or for large portfolios with terms favorable to the buyer, seller, or both parties. These agreements are only like 3 or 4 pages long. One can take the boilerplate contracts to their attorney and potentially could save money and attorney time by using it. The cost is a low $47 for all six. It’s totally worth it to get things in writing, especially if you are dealing with someone you don’t know.
Ah, yes. I too have wondered whether boilers have plates, and if so, can you eat off of them?
But seriously, any legitimate attorney practicing in this field will have their own form agreements to work off of. If you are going to consult an attorney on a domain purchase or sale, that attorney most likely would prefer to use the agreement that he or she has refined over a period of years, rather than have to review someone else’s agreement to make sure that it contains the proper protections for the type of transaction at issue.
The more time that an attorney has to spend on reviewing and revising someone else’s agreement, the greater the cost is likely to be. Also, many sale agreements require specialization based on the terms of the deal at issue. For example, what is acceptable to represent and warrant will depend on many factors unique to the deal in question. For any moderate to high value transaction or portfolio sale, I would not recommend relying on a form agreement.