Must I hand over a domain which my business owns?

The company has been sold, but the domain belongs to my business

[ronin]

Okay, so I'll start by saying I am looking for non-legal anecdote rather than legal guidance.

I recognise that very few of us here (with a few notable exceptions) are legal professionals but I would very much like to hear of some similar situations - there must be many - and how they developed and how they were resolved.

Here's my situation:

Just over 6 years ago (Feb 2010), the father of one of my friends contacted me about setting up a website for a business he was planning. He specifically asked me for my recommendations with regard to what domain name to go for so that his business might have the most visible online presence. I gave him my best advice and after a couple of exchanges, he opted to follow my advice (not his own original idea). I said I would send him instructions on how to purchase that domain and set up the webspace. Or I could do it myself. He left it to me to do it myself and chased me up to make sure I had done it. (I was in the middle of a round-the-world trip, so my internet connectivity wasn't always the best).

Over the next six years, I grew the site, edited it, updated it, handled the markup, styling, scripting, server-side, some of the social media, SEO etc. I was never particularly prompt in passing on the hosting and domain fees to my friend's father - and only ever did so after a gap of 18-24 months - usually after much prompting for an invoice.

Six (and a bit) years later, my friend's father has decided to sell his business. The business changed hands on April 1st. To date, the purchaser has never been in touch with my own business with regards to the purchase of the site itself, the webspace or the domain. Now, it turns out, the money has not yet changed hands and there is a possibility that the purchaser might pull out entirely if he doesn't get the domain.

But the domain is in my business' name. My business bought it. My business has paid for it every year (albeit my friend's father's business subsequently reimbursed my business for these costs). I have grown the site as if it were one of my business' sites. Indeed, it's very hard for me to see that it isn't one of my business' sites. As far as I can see, my business is responsible for the search equity and the value of the domain. Additionally, all the paperwork states that the domain is the property of my business.

I can see (now) that my friend's father has always perceived - as a matter of good faith - that the website (and the domain) belonged to his business. However, he has never explicitly approached me on this. And had he done so at any point after I marked up, styled and scripted the first version of the website back in 2010, I know I would have said "No. It may promote your business online, but it's my domain, it's my website and it belongs to my business."

Where do I stand in this situation? Where have other people stood who have found themselves in similar situations?

Do I / might I have any legal rights?

Or can the purchaser (and / or the seller) just demand that I hand over the domain and that any refusal to do so is unreasonable obstruction?

[Andy Langton]

The fundamental thing is that in a situation where you offer to buy a domain name and create a site, your client's expectation is that they are paying for it, and it is theirs. If that wasn't the situation, the onus was firmly on you to either make this clear in your communication, or to have formal terms of business reflecting that.

I think you should take the strength of opposition in the thread to indicate that most here would have had the same understanding as your client - that they paid for a domain name, and not to 'lease' one.

Sometimes when the business was pulling teeth trying to get me to be paid for work I was doing on the site on an ongoing ad-hoc basis and I'd grown tired of always repeatedly saying "No, it's fine - it really doesn't matter", I'd eventually write out an invoice.

The invoicing thing is a totally separate issue. If they were an habitual bad payer, you should either have stopped doing the work, or asked for payment up-front.

[ronin]

the onus was firmly on you to either make this clear in your communication

Yes, I thought I had done so. I stated I did not develop websites for other people. I offered to send through instructions which clearly outlined how to register a domain and reserve a webspace. I offered the alternative (the one I favoured less) that I could, alternatively, do these things myself. I failed to explicitly outline that the latter option will mean the website is going to belong to my business, like all the other websites which belong to my business.

the strength of opposition in the thread

Yes, indeed. Well clearly - there's really no escaping it - there's not a single person out there who agrees that I have conducted my business affairs reasonably and responsibly and I really am the bad guy in all of this.

I think I've been more wrong than this in my life. But only once. And that time it was only me involved, not other parties.

Certainly I never meant to mislead anyone - actually I thought I had set my stall out pretty clearly.

Obviously though, I never anticipated this turn of events, where a new party arrives to disturb the (apparently) mutually misunderstood but entirely functional relationship between my business and another former business.

No idea what the agreeable solution to all this is going to be - but I am very much open to ideas.

N.B. I am concerned only that the solution be agreeable to my friends father, my friend and myself. I am not particularly concerned about the new business owner, who by all accounts (from my friend), is a bit of a tyrant.

[ronin]

I have given this some more thought (bearing in mind that on the numbers alone, you are all right and I am wrong).

I think all of your arguments hinge on the fact that:

a) My friend's father emailed me to ask about domain names
b) Followed my advice not to buy the domain he was looking at
c) Didn't understand the choice I was offering him

If he hadn't done a) or b) or c), no-one would now be quibbling that [location][generic-keyword].com that I bought, funded, built and optimised over 6 years doesn't belong wholesale to my business.

[ken_b]

Let me get this straight...

how did this site contribute to your business income?

Google Adsense between 2010 and 2014.
- Visual look and feel overhaul in 2014
- Maintenance work between 2010 and 2015

I did invoice for the 2014 redesign because that was a big piece of work.

You billed this guy for the domain registration and expenses over, and for the redesign.

Then you plopped some AdSense on the site and have kept that income for yourself.

So essentially, by your own accounting on this thread you have been billing this guy for domain registration, hosting and other work you did on what you consider to be your own website.

Is that right?

.

[ken_b]

If he hadn't done a) or b) or c), no-one would now be quibbling that [location][generic-keyword].com that I bought, funded, ....

According to your earlier posts in this thread you didn't fund the site, you billed him for the expenses.

You may have advanced the fees, but you apparently recovered them later.

.

[ronin]

Some clarifications.

You billed this guy for the domain registration and expenses over, and for the redesign.

I passed on the annual domain and hosting charges, which I'd already paid. I did this well over a year and sometimes over 2 years after I'd originally paid the charges myself.

Why did I pass them on at all?

Because I was met with not infrequent requests (every half year or so) that I should not be doing all work for free and I should be invoicing. Given that I only worked on the website here and there every couple of months and worked on all sorts of different aspects of the site and wasn't really interested in keeping records (if I'm already doing what I love, why should I make my work feel like a grind?) it wasn't really clear what on earth I should invoice for or how much. Passing on the domain and hosting charges seemed like a good compromise, because rather than evaluating my labour-time I could forward a concrete expense. Yes, I see now that I shouldn't have adopted this strategy. But it is the case that - apart from these passed-on charges - I very rarely invoiced for my work on the site at all - and usually when I did it was only ever after a great deal of insistence.

Then you plopped some AdSense on the site and have kept that income for yourself.

No, the 2014 overhaul is when I lifted AdSense from the site. I'd put some hard work into it (I'm not a natural visual designer) and I'd successfully created the most visually beautiful website I've ever produced. AdSense ruined that look - and the AdSense income had declined significantly - so I decided it wouldn't hurt to drop it.

Yes, my original plan was simply to include AdSense on the site and then I would carry on maintaining, updating and improving the site on a weekly basis and my friend's father would never have to pay me for the content I was putting together, dedicated to promoting his business. Unfortunately the AdSense income was never huge - though from 2010 to 2013 it was some not unwelcome monthly pocket money.

You may have advanced the fees, but you apparently recovered them later.

Yes, your last point is absolutely fair. I paid the domain name and hosting fees when they were due. Later (sometimes more than 24 months later) I passed those charges on in an invoice and I was reimbursed.

I understand in hindsight (see above) that it would have been better practice to have kept more diligent records regarding the HTML, CSS, JS, PHP, .htaccess, SEO, Social Media & Editorial work I carried out on the site and charged more frequently for that and never passed the domain and hosting charges forward.

Then it would be less muddled and more transparent that my friend's father's business was buying "paid-for content" on a website, webspace and domain which belongs to my business. Something I thought I had set out in that initial series of emails right at the beginning. Something which was never subsequently questioned and which - I took it as read - was understood.

[londrum]

So he's paid for it all -- the domain, hosting, and work done on the website -- but you still think it all belongs to you.
So what exactly did he pay for?
It all sounds a bit daft to me

You're like a chef in a restaurant who takes fifty quid for a meal, and then eats it himself

[ronin]

So he's paid for it all?

No. He's paid for very little.

That's really the point, isn't it?

Most of the work on the site, I never charged him for and he never paid me for it.

So what exactly did he pay for?

He paid for a site to be developed, administrated, curated, SEO-d, socially, promoted, speed-optimised. To be visible, to garner attention, to bring people to his offline business. To create a buzz, to spread the word.

This was all done on a canvas owned by my business. A canvas which, more truthfully, my business rents. And yes I passed on that rent. And yes, I should have charged more often for everything that I was putting into the written, creative & technical design instead and not passed that rent on.

No matter. Certainly at the time his business was happy with everything my business attended to. Now he's not interested in the site anymore.

Now someone who I don't know, who has never talked to me and never approached me is (apparently) saying the domain is his.

You're like a chef in a restaurant who takes fifty quid for a meal, and then eats it himself

No, I'm like a chef who says: "I'm glad you enjoyed your £50 meal. But you did only pay for the meal. The plate is not yours. I told you at the beginning I could give you a copy of Marco Pierre White for free and send you in the direction of IKEA. Or I could provide the plate myself and cook you a meal. At no point - and I'm pretty sure I made this clear - was I giving you the plate."

[edited by: ronin at 11:57 pm (utc) on Apr 21, 2016]

[Andy Langton]

Now someone who I don't know, who has never talked to me and never approached me is (apparently) saying the domain is his.

You need to be realistic here. This isn't some random stranger - he's bought a business from someone who (no doubt) listed their website as part of the sale. The business owner didn't do this because anything was unclear. They did it because of a wholly expected interpretation of how you've communicated events. The unexpected interpretation is yours - based on what you've said, there is nothing that would lead a typical business owner to even suspect that they did not own the site.

I think this is the crux of the matter. When you were working on the site, you were already operating under the misapprehension that this was "your" site - but there was no reason for anyone else to think that this was the case. In fact, along the way, you've mentioned a number of things that would suggest this wasn't the case.

A lot of non-savvy business owners are quite happy to have low-level involvement in their own sites - that's what they (thought) they were paying you for. It's perfectly forgiveable that you may not have understood this - but it doesn't make your case any stronger. Also, if you operate without contracts and without terms of business, then you're wholly open to your business practices being misinterpreted.

[ronin]

I can absolutely see what you're saying. And you may well be right on a lot of your points. But if you are, this simply isn't on.

I have repeated to my friend throughout (since long before Feb 2010) "I'm not a web designer. I don't design web sites for other people." I have said again and again to my friend "You keep trying to cast me as a web designer. That's not who I am. That's not what I do. I don't have any web design clients. I am not a web-designer. For one thing I don't have any graphic design skills. Nor do I have any interest in running a web-design business. It sounds to me like the worst of all worlds - the disadvantages of being an employee combined with the disadvantages of being a business owner."

So it's not like they had to do any due diligence - I did it all for them. I can specifically remember having a conversation towards late Feb 2010 on the phone with my friend advocating that they did not use me: "You don't want me to be your web designer."

When I came up (almost as a throwaway suggestion!) with the idea of producing the website - one of my websites - but for their benefit, I thought I'd squared the circle.

Now it's beginning to look like they didn't listen to anything I said. And apparently it's me who has to bear the brunt of their lack of acknowledgement of what I repeatedly stated.

[ken_b]

Now he's not interested in the site anymore.

WHAT? Of course he's interested in the site, he thought it was his, and was his to sell with his business. And somehow, even if unintentionally, you apparently led him to believe that to be the case.

YOU are the web pro in this deal, it was YOUR responsibility to clarify all of this in the beginning and though you may think you did, you obviously didn't.

You can't expect a person who is not web savvy to even know to ask the questions needed to clarify this stuff up front. As the web professional you need to guide them through the process.

Now someone who I don't know, who has never talked to me and never approached me is (apparently) saying the domain is his

It's totally reasonable to think that if one buys a business the business website goes along with the deal.

Honestly, reading your comments it seems like you are just grasping at straws here hoping someone will come along and tell you that what you want to do is OK. So far that doesn't seem to be happening in this thread.

My advice would be to accept it and hand the site and domain over and move on.

Because this seems to have been YOUR mistake.

Next time you get a client, put it all in writing up front, BEFORE you hit a keystroke on the project.

And even then there will certainly come a time when a client says they didn't understand the deal. But at least then you'll have the documentation to support a claim.
.

[tangor]

There's a legal term called "industry standards" which might apply here. In general that means "what is usually expected in this industry to happen during a contractual agreement, expectations, and results." (paraphrased, I am not a lawyer! so this is not legal advice)

As pointed out, in this case you failed to meet many of those standards.

Secondly, this hair splitting that it is your site won't stand the test. If it were your site you'd own the business that was the subject of that site. You don't.

NOBODY HERE is saying you're a bad guy. They ARE saying you made a bad deal. You did not protect yourself in the transaction (industry standard) and you failed to communicate properly with the client (industry standard again). The misconceptions on both sides do not cancel out the fact that a website was developed for a specific business (brick and mortar) and you don't own that business. Without that ownership you can't continue to operate that domain ... and the buyer might quite likely have legitimate legal recourse to not only force to you turn over the domain name, but all the content as well. (And quite possibly any INCOME you obtained from that site.)

The biggest misconception here, and I hate to be the one to say it, is that you thought you owned the site and content. From a technical, moral, and most probably legal point of view that just does not make sense.

What you CAN do, even this late in the game, is recover your expenses and time then transfer the domain name and walk away, knowing you accomplished your work/goals and leave the relationship recompensed, still friends, and a little bit wiser.

[edited by: tangor at 2:04 am (utc) on Apr 22, 2016]

[Marshall]

I have repeated to my friend throughout (since long before Feb 2010) "I'm not a web designer. I don't design web sites for other people."

Then why did you design it? I am going to bottom line this as I think this thread is becoming one that should not be. It seems to me that you are trying to seek like opinions to justify taking what clearly is not yours. I do not think yo are going to find that here.

[ronin]

I am happy to take this thread as it stands. I did anticipate that it would provoke a fairly evenly matched debate (in terms of numbers) and approximately half participants would take the position:

"If you were building and maintaining a site about a business and - at least occasionally - taking instructions from that business about what content should be included, or how that content might be presented - it's a reasonable expectation by that business, that this was actually their site. You'll have to transfer it to the new owner."

And the other half of participants would take the position:

"You've done all the planning, all the development work, all the maintenance. You've built this site with all the care and attention you apply to your own sites. You've provided the services you offered right at the start. Now the other business has moved on, you're free to continue with the site, the webspace and the domain as you wish. [location][generic-keyword].com - the domain identified by you (and no-one else) in early 2010 is unambiguously your site."

[engine]

This thread has run its course, and thank you for your participation.