Selling without a broker: is a lawyer needed?

MinstrelJunkie

MinstrelJunkie

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Hi Builders,

I've managed to find a potential buyer for my site (still in very early stages so no cause for celebration yet). He's applying for an SBA loan (will likely take 1-2 months) and we're due to sign an agreement within the next week or two.

This would be a private deal for high six figures. We've yet to sign an agreement, but I believe it'll be done through escrow and potentially without an earnout.

The question is... do I need a lawyer? It feels like the sale should be fairly simple, especially considering it's just one website. No inventory, no staff, no other assets.

In my mind, it would be:
  • He places funds in an escrow account
  • We transfer the assets over
  • He approves the fund release
  • We go buy cigars
If anything strange happens, we can flag it with escrow to hold the funds and then get legal help involved. I also think the contract should be fairly simple given it's just one asset. Should be easy to spot any weird clauses they try to use.

Am I just being naive? Should I be getting a lawyer involved ASAP? It's hard to find anyone with experience to ask, would massively appreciate any feedback from those who've been through this before. Especially with any recommendations on what to look for (I'm UK based) or prices to expect - I'm very much out of my depth.
 
It's like $500 to speak with an attorney dude. Never sold a site without a broker but to me and to yourself you're out of your element here and going to an attorney who is experienced in acquisitions would help. Also, if you get a lawyer, don't tell the other party you got a lawyer. Just speak to them and keep it a secret. You can scare people off with the L word.
 
Thanks - for some reason I've been expecting them to find ways of making us pay $5-10k just to be involved in the sale... guess I've been burned by looking at broker commissions. Good point on not sharing unless necessary.
 
MinstrelJunkie said:
He approves the fund release
Click to expand...

This is the step when things can go wrong. It's unlikely but you can avoid it using something like https://www.escrow.com/domains/domain-concierge

Using that, you transfer the domain to the Escrow registrar.

When they got the money and the domain they simply transfer the domain from their account to the buyer and the money to you.

They still need to confirm that they got the content and social accounts, etc. But this happens before the domain transfer so you lower the risk considerably.
 
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DarkRed said:
This is the step when things can go wrong. It's unlikely but you can avoid it using something like https://www.escrow.com/domains/domain-concierge

Using that, you transfer the domain to the Escrow registrar.

When they got the money and the domain they simply transfer the domain from their account to the buyer and the money to you.

They still need to confirm that they got the content and social accounts, etc. But this happens before the domain transfer so you lower the risk considerably.
Click to expand...
Wow, that's actually perfect. Had no idea - thanks for sharing this.
 
Here’s my non lawyer blow hard take.

If it’s an identifiable us citizen escrow is pointless. That’s for marketplace transactions.

Have a lawyer write a bill of sale.
Put some basic guarantees in it.

Meet up, sign the paperwork, have dinner and drinks. Maybe bring the lawyer.

Escrow is for dealing with people outside the legal system or stuff to small to sue over. Also the fees are basically borker tier.

Congrats on the private sale.
 
Find a great lawyer to write up an asset purchase agreement. you may need to negotiate terms for a bit but these are mostly standard in the low end.

Get the lawyer to also hold the cash in escrow.

When the terms of the agreement are met, you get your cash. If the seller backs out for some reason, the agreement notes the outcome (likely they must transfer all assets back before they get their money).
 
secretagentdad said:
Meet up, sign the paperwork, have dinner and drinks. Maybe bring the lawyer.
Click to expand...
Would've loved to do this, unfortunately I'm in the UK, and he's in the US. Escrow might make the most sense.

Might still take a look for lawyers. Even just 1.78% is >$10k, so if a lawyer can handle the transfer and cover my ass for cheaper, could be worth it.

Appreciate the advice all!
 
secretagentdad said:
Here’s my non lawyer blow hard take.

If it’s an identifiable us citizen escrow is pointless. That’s for marketplace transactions.

Have a lawyer write a bill of sale.
Put some basic guarantees in it.

Meet up, sign the paperwork, have dinner and drinks. Maybe bring the lawyer.

Escrow is for dealing with people outside the legal system or stuff to small to sue over. Also the fees are basically borker tier.

Congrats on the private sale.
Click to expand...
That's how it is done in Vietnam. You meet the other party, go to their house, and have dinner with them and their family and exchange gifts. You do the same. If anyone does anything wrong, it's a family feud.
 
Lawyers are a waste of money when they start to question everything and want to battle the other guy's lawyer back and forth over petty terms. You've got to know when to stop and when to tell them you are in control and make the final call. A good lawyer will milk the hell out of you.

But yes, they are worth it, and yes, you need one to sell and review the contract.

Don't get obsessed over every term, or the deal won't get done. Know what ALL the terms mean so YOU understand what the clauses are. Some of them are readable but can make no sense unless you speak legalize.
 
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