partnership and domain name

[CheshireCat]

I own a domain name which was purchased in my name for a web design firm. I recently took on a business partner but have not drawn up any type of formal partnership agreement, opened a business checking account, or filed any type of papers regarding use of an alias, and we have used my partner's personal checking account for all financial transactions. My partner purchased a business license using the business name, which is the same as the domain name, as a sole proprietorship in the partner's name without my knowledge, and I would like to disassociate myself from this partner. Since I own the domain name, was the business license legally obtained and is it binding? Who owns the business name, and who is responsible for taxes owed by the business?

 

[Tracey]

A domain name is neither a business name nor a trademark. Owning one does not give you the right to the other 2.

Since you had agreed to form a p'ship, p's actions in obtaining a business license matching the domain name was an action taken on behalf of the p'ship. (Partners can't take business opportunities for themselves without first offering the opportunity to the p'ship. The business name constitutes an opportunity.)

You can dissolve the p'ship right away - just give written notice to p, and give written notice to anyone who worked with the p'ship notice (& the state) that the p'ship is dissolved and you won't be responsible for any debts p incurrs in the name of the p'ship.

As far as the state is concerned, p owns the name and is responsible for the taxes. Demand that p give you the business name. If p refuses to turn the name over to you, sue for 'recovery of p'ship assets & breach of fiduciary duty' and request a temporary restraining order forbidding p from conducting business under the business name. You'll probably need a lawyer at this point, as this will be a suit in equity. It will be much cheaper to register a new domain name and get your own business license, assuming you can find a good domain name.


Good luck

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This is not legal advice and you are not my client. Double check everything with your own attorney and your state's laws.

[This message has been edited by Tracey (edited May 29, 2000).]

[This message has been edited by Tracey (edited May 29, 2000).]