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Zachary
Zachary, Attorney
Category: Legal
Satisfied Customers: 3818
Experience:  Lead trial/International commercial attorney licensed 11 yrs
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Business Transfer

Resolved Question:

About a year ago, I had transferred a non registered "Online Letter Writing Service" to a person from Denmark. I am from the US, and the document was only ever signed and sent to one another over the internet. There was not a notary involved, and the document had stated that the service would be terminated on my behalf once $250 had been deposited into my bank account. The person is claiming now that he is going to pursue legal charges through the Danish Legal System, and I had stated that through paypal, only $249.66 had ever been deposited into my account after his transfer taxes. I have since then continued my service, and refunded his money. He is trying to claim the $249.66 is not a refund, but a personal gift to him for his troubles. Does this stand any sort of ground since I had refunded the money, and there was not a notary present.


 


 


 


Here is the document in full:


Transfer of Sephirofl’s Unban Service documentation and trade secrets contract.



Terms of Party Member 1:



I, Zach Zucco, relinquish all rights to my “Sephirofl’s Unban Service” and herby pass all my



materials, returning clientele, and methods of conducting service as well as websites used on to XXXXX 2 (Frederik Oddershede Markor).



Henceforth from the day the sum of $250 USD is deposited into the PayPal account of Party



Member 1 (Zach Zucco) and the signed copy of documentation is received, Party Member 1



(Zach Zucco) will terminate their “Sephirofl’s Unban Service”.  



Once service is terminated by Party Member 1 (Zach Zucco), there will also be no creation of



any service on, and/or relating to unbanning of any types of accounts.



Party Member 1 (Zach Zucco) will also provide answer to any questions Party Member 2



(Frederik Oddershede Markor) has about information as a courtesy, not a necessity.



Terms of Party Member 2:



I, “Frederik Oddershede Markor”, promise to uphold my end of this contract by paying the



agreed amount of $250 USD to Zach Zucco to purchase any and all of his “Sephirofl’s Unban



Service” materials.  I, Party Member 2 (Frederik Oddershede Markor), fully acknowledge this



deal to be solidified and irreversible on the terms that Party Member 1 (Zach Zucco) provides



all the information listed to Party Member 2 (Frederik Oddershede Markor)



I, Party Member 2 (Frederik Oddershede Markor), understand that the information will be mine



to do with as I please and if any questions arrive I have the ability to ask Party Member 1 (Zach



Zucco) to fulfill my queries.  I further go on to understand the questions I ask him are being



answered out of a courtesy to me and he is not required to do so.



Upon signing of this documentation I solidify my knowledge of the listed terms of Party Member



1 (Zach Zucco) and Party Member 2 (Frederik Oddershede Markor).  I agree fully to uphold



these terms and understand that this transaction is finalized and cannot be reversed.



Party Member 1 (Zach Zucco): ______________________________________ Date: ______



Party Member 2 (Frederik Oddershede Markor): _______________________ Date: ______


 


 


Below is the Paypal amount I had received.


http://oi44.tinypic.com/20nl74.jpg

Submitted: 1 year ago.
Category: Legal
Expert:  Zachary replied 1 year ago.
Hi,

Thank you for your question. I need to make sure that I understand your scenario fully before I can answer.

1. The person from Denmark was attempting to purchase an "Online Letter Writing Service" from you? Is this a business that you were running and he was purchasing from you?

2. You signed a contract with this person for the purchase of the business?

3. You are claiming that the transaction fell through because he paid you $249.66 rather than $250, so you cancelled the transaction?

I look forward to hearing back from you.

-ZDN
Customer: replied 1 year ago.

I had added a few more details above.

 

1. The person is from Denmark, and had purchased my "Online Writing Service" that I had utilized on a forums. The contract stated " that I would terminate my service, and would not create a new one after I had given him know templates, knowledge, and customer list.

 

2. This document was signed, and taken a picture of and emailed to the person. He then signed the digital copy, took a picture, and returned it to me.

 

3. In paypal, he had sent three payments: $248.90, $0.10, and $1.00 (Which had taxes removed, and went down to $0.66) So technically, after the taxes had been taken out, I had only received $249.66, as seen here. http://oi44.tinypic.com/20nl74.jpg

 

And also, just to make clear this was not a registered or incorporated business of any kind. It was merely refereed to as a business from the service that had been offered. The entirety of the business took place on an online forums.

 

 

Expert:  Zachary replied 1 year ago.
Thank you for your response.

First of all, his legal argument fails on the issue that the refund of the money was a "gift." There is no evidence whatsoever of gift, and all the evidence points to a cancelled transaction and refund for the same.

The other issue that must be dealt with is whether or not a Danish court would even have jurisdiction over the claim. Since you are not in Denmark and it appears then traditional notions of due process come into play and there will be an analysis of whether or not your contact with this Danish individual justifies the exertion of personal jurisdiction over you by the Danish court.

The real legal issue here is breach of contract and the duty of good faith. Danish law implies a duty of good faith to the parties of a contract. Further, Danish law does not require the signature of a notary on a contract for the contract to be binding.

In your case, it appears that the Dane attempted to complete his duty under the contract in good faith. However, the Dane failed to pay the full price of the contract. The question that arises is whether you have breached your duty of good faith.

Did you inform the Dane that the payment was not received in full and that you required full payment before transferring the business?
Customer: replied 1 year ago.

he had ceased communication with me for quite a while.. this transfer was done last April, & I only read started the business a month ago when I had realized the full amount had not been paid.. when he fnally contacted me I informed him that he had not paid the full amount and I was going to refuLnd him the amount he did pay.


 


and based on the contract listed above, is that legally binding towards me as well since I have not received the full amount? I had not had a notary recognize my signing of the document, and it is all digital copies.. not an actual handwritten copy

Customer: replied 1 year ago.

in a Skype conversation I had with the person they made a statement where they would take this to the forums rather than the legal system because he did not want to go that far if I would refund the money once I had refunded him the money he then claimed it was a gift and that the contract was still bindingand that he would still be pursuing a legal dispute

Expert:  Zachary replied 1 year ago.
Again, the fact that there is no notarization of your signature does not matter. There is no requirement for a notarized signature for a contract to be binding, under Danish law or US law.

If you have informed him that the full amount due did not arrive in your account and he did not offer to correct this mistake, then you are in the right to legally cancel the contract for his failure to perform. You fulfilled your good faith duty under these facts. A party must strictly conform to the terms on price under Danish law, so his failure is a breach on his part justifying your termination of the contract for anticipatory repudiation.

The claim from him about the "gift" is non-sense. He has to pay you the money and uphold his end of the bargain (which he never did) in order for you to be bound. His now clear rejection of his obligation to pay you the entire amount means that he has no legal claim for breach of contract.



Customer: replied 1 year ago.

in the contract it states once I received the $250 mount, this contract would be irreversible, but since I had not receive that money and I have now refunded him.. am I able to relinquish my terms to the contract. I no longer wish to sell the service and I don't want for him to try and submit me the full amount now and claim the contract is still valid

Expert:  Zachary replied 1 year ago.
OK look, we're saying the same thing.

He is required to strictly comply with the price term. The contracts says "$250 received in your account". That never happened, and it is what is called a "condition precedent" to your duty to uphold your end of the bargain (i.e., transfer the business). He never paid you in full, so you do not have to transfer the business.

You notified him that he had not paid in full and he did not try to pay you the rest of the money owed, so you have the right to cancel the contract. You need to send him a clear letter stating:

"You were obligated to place $250 into my account. You only placed $249.66 into my account. I have provided you notice of your failure to uphold your end of the bargain by placing $250 into my account. You have failed to cure this defect. Not only have you not cured this defect, you have now claimed that the return of the original deposit was a gift and assert that I must now transfer the business to you. This is an anticipatory repudiation and accordingly I am hereby providing you notice that I am cancelling the contract and consider our dealings final."
Customer: replied 1 year ago.

I just have one final question. can I just email that to him, or does it need to be a written document that is signed by me?

Expert:  Zachary replied 1 year ago.
Email works perfectly, and is in fact just as effective as a letter.
Zachary, Attorney
Category: Legal
Satisfied Customers: 3818
Experience: Lead trial/International commercial attorney licensed 11 yrs
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