Contract Question - Payment Deadlines

[Spade]

All of you legal minds out here, got a question for yah.

In Dec, I worked out a deal with a local company to sell a domain name to them. They would make 3 payments within 90 days. We worked out a basic contract and they gave me the first payment.

When it came time to pay the 2nd installment, they asked if they could break that payment into weekly installments followed by the final installment paid on the last day of the contract.

They made those payments. When it came time to make the third and final payment, they again asked if I would accept installments. This time however, since the payment is already past-due, they are essentially asking for 5 more weeks.

What are my options? I have fulfilled my end of the contract, they have had the domain name pointing to them since the first payment was made, but of course, I retained ownership.

Can I walk away and keep the cash that was already paid?

Am I required simply to wait until they make the completed payment?

Ideally, I would like to simply complete the transaction as it was originally agreed - I'm not a fan of altering the original plans for a third time.

 

[bmugford]

I have done several deals like this in the past, but in my contact it always outlines what happens if the buyer does not make full payment by a set date. They will lose rights to the domain, as well as any payments that have been made if full payment is not received by a set date.

It also has language about both parties needing to agree to any changes to the contract.

In your specific situation I am not sure since I don't know what the actual contract says.

It seems like you made a reasonable effort allowing payments the first time. I would just let them know you already made a reasonable effort, but now you expect the balance of the payment in full.

The best way to deal with this situation is a detailed agreement to start with.

Brad

 

[Kate]

Agreed, if the contract does not address that issue from the start it's more difficult to enforce penalties of any kind.

If they are already using the domain you could threaten to cut the service but things can get ugly then

 

[Spade]

Correct. The contract mentions nothing. This is why im feeling a bit uneasy. At this point, he has failed to keep up his end of the contract - what are my options? Believe me, I realized my mistake soon after signing the contract.

 

[Domagon]

IMHO, at this point, the easiest route is to accept the installments over the next five weeks, and be glad you got paid.

Not accepting the payments may open a nasty can of worms based on what you've described.

Anyways, five weeks isn't that long - not saying it's fair for you to wait, but many companies routinely stretch out their payables for various reasons.

Ron

 

[verbster]

All I can think is that it must either be a bucket of money they owe, or they are running a business on less than a shoestring. Although I have no legal opinion, I'd like to thank you for posting this . . . and reminding me why most of us should stay away from payment arrangements, even with a contract. It's also a good reminder of why the seller should always hang onto the domain until paid in full. If your buyer had control, think of all the problems...

 

[Spade]

The amount is in the low x,xxx range. It is more of a hastle than anything else. I have opted to allow them to make payments, with an agreement, if they are late, an additional penalty will be enforced.

 

[Kate]

Good idea, make them sign an amended agreement.

 

[Ronald Regging]

I worked for a company where the accountant was either embezzling money or just really sucked at her job. I'm not sure which, but I just remember that she ended up fired and we ended up not having any health benefits. lol. Get the money as fast as possible and run before it all comes tumbling down! Stick it to them Spade!

 

[Spade]

I worked for a company where the accountant was either embezzling money or just really sucked at her job. I'm not sure which, but I just remember that she ended up fired and we ended up not having any health benefits. lol. Get the money as fast as possible and run before it all comes tumbling down! Stick it to them Spade!

Truth is, they are 2/3 paid into the domain name. Walking away from it at this point would be quite foolish on their parts. However, I expect them to follow through, I think they saw a little weakness in my desire to complete the transaction, and they are making it easier on themselves by extending payments. I expect them to complete.

 

[PolurNET]

This is an interesting question. I'll try to answer it with my knowledge in contract law, though being Canadian, it may be slightly different in the US.

Normally it would not be proper to run away with their money without giving it back, since you have not delivered your product yet. They may have a claim for unjust enrichment, though you could argue there is a juristic cause for keeping the money (the terms of the contract), as they failed to keep up payments on time. Thus, you should be able to keep the money without giving the service they signed up for (assuming the delivery of the domain was explicitly agreed to be upon 100% receipt of payment)

That being said, as you are the "innocent" party, you have the right to terminate the contract now without any consequences as they breached their contractual obligations. It is arguable whether you need to give the money back or not in law (I would say you don't due to the breach as mentioned above), but practically, I suggest that you issue an ultimatum to them and ask either the remainder of the payment by the date on the contract.

Hope it helps.

 

[Spade]

Thanks Polur,

My only argument for keeping the money in that case, is that even though they dont have the domain name, they have actually been using it since the first payment when DNS was transferred to their account. However I have decided to allow payments to be made.

Justin