Legal Question in Business Law in California

Re: division of domain names

You don't own them, and he doesn't own them. Your partnership owns them, and that will be true regardless of how the names are registered.

The registering authority or agency may not see it that way, because they have no information about your partnership, and therefore they are (probably) obliged to follow instructions from the person who registered them in the first place and regard him as the apparent owner.

However, a court would find that a partnership exists (whether there is a written agreement, an oral agreement, or no express agreement at all -- a partnership exists not by virtue of an agreement, but as a consequence of the conduct of the partners) and that the domains are partnership property.

When one of two partners withdraws, there is no longer a partnership, and the laws governing wind-up and termination of partnerships will kick in. The applicable statutes are found in the Corporations Code at sections 16801-16807.

What it boils down to is that the partnership assets should be divided between the two of you, much as divorcing spouses divide community property. To the extent you can agree upon a fair division, you can do it as you wish, but a court can supervise the winding up if necessary.

One very important matter is to make sure all the creditors get paid in full; it is also a darn good idea to notify everyone who does business with the partnership, particularly employees, vendors, lenders subscribers and anyone else who might have a claim now or in the future, that it is being dissolved.

If issues remain, retain an attorney.

Re: division of domain names

You have an interesting situation here. At first glance, without any more facts, it would seem that you have a partnership or joint venture with your brother in law, of which you own half. Quite possibly, therefore, you jointly own one-half of the domains. However, this is a very fact-sensitive area, and I would need a lot more information before I could come to a definitive conclusion. The lack of a partnership agreement makes this an obviously more difficult case to resolve, since any dispute will turn on the words and acts of you and your brother-in-law over the years.

Feel free to call me if you want to talk about this more.

Re: division of domain names

The domains are owed by both of you. Although no written partnership agreement exists, you have a general partnership in the eyes of the law. Since one of the partners no longer wants to be affiliated, the partnership needs to be dissolved (or one partner can buy the other out). Dissolution usually means that the assets are split up or that the assets are sold and the proceeds are split (after paying off liabilities/debts).

If you reach an agreement as to the division of the assets/proceeds, you are well advised to reduce that agreement to writing. We can help you with that. We can also help you with the negotiations. Feel free to give us a call.

Re: division of domain names

Whoever wins the lawsuit. If you can't agree and settle yourselves at 50-50 or so, you might hire an attorney to mediate and educate you both about the costs of fighting this out in court. Contact me if interested.