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ScottyMacEsq
ScottyMacEsq, Attorney
Category: Legal
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Experience:  Licensed Texas General Practice Attorney
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Hi, I sold a website called Abcd.net(madeup name for security

Resolved Question:

Hi, I sold a website called Abcd.net(madeup name for security purposes) about 40 days ago to someone in Europe. Now, the buyer has received an email from Abcd.com(madeup name for security purposes) saying that he is copyright infringing and that he needs to contact them right away or is possibly looking at a penalty of $xxxK if they dont reply before the given date. The buyer then contacts me and starts to question me with the fact if they had contacted me before I sold the website. I did not get any contact from Abcd.com, not before the sale, not after. However, I am thinking my buyer thinks I did. So I want to protect myself in case the buyer files a lawsuit against me claiming that I had contact with Abcd.com previous to the sale. I email back saying that I am not hiding anything and have not received any communication from Abcd.com(and this is true, I have not), but I am willing to help him if I can to getting this figured out.

The buyer then replies back the following: "Sorry I've been very busy speaking with lawyers, limited as to what information I can share so I will update you as and when I'm allowed. Could you do me a huge favour and try and get traffic screenshots showing demographic - location - country as far back as you can. Maybe from the previous owner if you have to, would be much appreciated. "

So now I want to be able to help him get what he wants but want to make sure that I am protected when I help him as in if I help him with the info he wants, he releases the right to file a lawsuit against me, my company, etc.

Here is what I am wanting to respond, so please let me know if this is a good idea or how I should rephrase, change it or what I should do:

""""Without prejudice, I too have spoken with my friend/lawyer regarding this situation on how to help you and I have been instructed to not get in the middle of this. However I told them I wanted to help so they instructed me to get you to say and agree to the following statement:
"I, and anyone I am affiliated with, release the right to and agree not to file a lawsuit/dispute against you, your company(s), and anyone affiliated with your company(s) regarding any situation related to Abcd.com and Abcd.net."

Without prejudice, you know I have told you the truth from the get-go and want to help you out and can surely try to get those demographics and location screenshots(or probably Google PDFs, which is better) for you once you agree to this. You know how much I want to help you but its just my lawyer will not let me until you accept the statement above. Hope you understand, awaiting your reply. Thanks
"""""

Let me know if the above reply is good and it will protect me in any manner possible with this situation. I want to help him but be protected from every angle if I do so and so the fact that he does not use the message against me and if he agrees, he can not file anything against me.

Thanks
Submitted: 1 year ago.
Category: Legal
Expert:  ScottyMacEsq replied 1 year ago.
Thank you for using JustAnswer.com.

As an attorney, I would always want a little bit more language in a contractual release. The key is that the parties need to agree and understand the release to be contractual in nature, supported by "consideration" (a bargained for agreement), and it should be clear and comprehensive to the issue at hand. I would say a "better" release would be the following:

[Their name] fully releases, acquits, and forever discharges [your name] from any and all claims, actions, causes of actions, grievances, obligations, rights, losses or liabilities of whatever nature, whether known or unknown, disclosed or undisclosed, asserted or unasserted, in law and equity, contract or tort, or otherwise, including without limitation, any claims arising under federal, state or local law, and any claims arising out of any relationship between [your name] and [Their name], including but not limited to any claims or counterclaims that were or could have been asserted in the Pending Case and/or matter. Further, [Their name] intends that this Release shall fully discharge the [your name] to the maximum extent permitted by law.

Now there's also a trade-off, in that if it's more informal like what you put, that would make it more likely that they would agree to it. If you use my suggested language, it's less likely that they would agree (but it would be more likely to hold up in court should this actually go to court). I tried to keep it short as possible (because releases can go many pages)... but you do need to understand that possibility.

Finally, I would suggest investigating this on your own. I find it strange that they would contact your buyer about a "copyright" issue. This isn't copyright. It's trademark law. It could also be "cybersquatting" under certain instances, but it doesn't implicate copyright. So it's possible that the website contacted your buyer but is not serious (in that they have not gotten a lawyer yet) or otherwise don't understand the distinction. That's another thing to consider.

Hope that clears things up a bit. If you have any other questions, please let me know. If not, and you have not yet, please rate my answer AND press the "submit" button, if applicable. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX luck to you!
Customer: replied 1 year ago.

Hi, thanks so much. So the statement which you said, that is the release claim which they will need to say, correct? Everything else I had above and below that actual statement can stay as it is within the email I send to him?


 


You are correct, it is about trademark, and not copyright, sorry was mistaken there.


 


Within the release clause, you never mentioned that he will also release my company, and any people associated with it and part of the company. Nor does it mention anything about the 2 websites, the one I sold and he has and the other which is filing a claim against him. Shouldn't that be included somewhere?


 


Is it better to send this message in the first place or just not reply? Don't want him to not agree and somehow use this against me.


 


Please suggest what I should do just so I am on the clear in all ways possible.


 


Thanks

Expert:  ScottyMacEsq replied 1 year ago.
They will need to agree to it, yes.

By "your name" I took it to mean that you sold it not as a corporate transaction but individually. If it was part of a business transaction, I would include "or any employees, directors, affiliates, successors, assigns, or agents" after that phrase.

As for replying, good faith is certainly a way to avoid litigation on your part. Just be careful what you say and do (as it could, potentially, come back to bite you in the future).

Hope that clears things up a bit. If you have any other questions, please let me know. If not, and you have not yet, please rate my answer AND press the "submit" button, if applicable. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX luck to you!
Customer: replied 1 year ago.

Yes, I sold the website separately and not the whole company under which it was.


 


Well, if I message back saying what I said before and after the consent agreement, it cant come back to hurt me right? And once agreed, I would not need to worry about anything but if he does not, I cease communication? If he agrees, then I can help him?


 


Will the strategy above save me from every aspect and not come back to harm me?


 


Thanks

Expert:  ScottyMacEsq replied 1 year ago.
That's up to you (if he agrees, help, if not, don't).

Saying that you were not contacted before or after does not harm you. Ceasing communication could harm (but of course that would be the tradeoff if he was not willing to sign the agreement). There's no way to absolutely protect yourself here, although asking him to agree to the waiver is the best way to go about it.

Hope that clears things up a bit. If you have any other questions, please let me know. If not, and you have not yet, please rate my answer AND press the "submit" button, if applicable. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX luck to you!
Customer: replied 1 year ago.

Last question before I accept, there does not need to be anything mentioned about Abcd.com or Abcd.net within the statement? Thanks

Expert:  ScottyMacEsq replied 1 year ago.
It would be good to mention that this is the "dispute" at hand, although it's not necessary, because extrinsic evidence could be used to establish that this was the dispute.
Customer: replied 1 year ago.

Can you please confirm this is correct:


 


[Their name] fully releases, acquits, and forever discharges [your name] and any employees, directors, affiliates, successors, assigns, or agents of [my company name] from any and all claims, actions, causes of actions, grievances, obligations, rights, losses or liabilities of whatever nature, whether known or unknown, disclosed or undisclosed, asserted or unasserted, in law and equity, contract or tort, or otherwise, including without limitation, any claims arising under federal, state or local law, and any claims arising out of any relationship between [your name] or any employees, directors, affiliates, successors, assigns, or agents of [my company name] and [Their name], including but not limited to any claims or counterclaims that were or could have been asserted in the Pending Case and/or matter including regarding Abcd.com and Abcd.net. Further, [Their name] intends that this Release shall fully discharge the [your name] and any employees, directors, affiliates, successors, assigns, or agents of [my company name] to the maximum extent permitted by law.


 

Expert:  ScottyMacEsq replied 1 year ago.
That looks good.
ScottyMacEsq, Attorney
Category: Legal
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Experience: Licensed Texas General Practice Attorney
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