Can someone help me with this please ? I am trying to purchase a website from eBay that has a very confusing legal language.

"Website will be sold and purchased as is. Purchaser takes over all responsibilities of the site, including hosting, technical, and financial obligations. Legal terms and adherence refer to Internet and World Wide Web regulations, as well as any and all legal proceedings from sale date and thereafter. Purchaser is responsible for everything to do with the myweddingbinder, its customers, as well as its affiliates. Seller admonishes any and all rights and responsibilities from purchase date and thereafter. Purchaser is required to release seller of all responsibilities once the transaction is completed. . " my question now is : if he had legal problems before, financially or legally , does it mean, the problems will be trasfered to me ? should I be worried ? or its safe to make the purchase?

Sunland, CA -

Attorney Answers (3)

Owen Morrow Hathaway

Owen Morrow Hathaway

Business Attorney - Fort Collins, CO
Answered

While this language was clearly not written by an attorney, your worries seem well-founded. The seller seems to intend by this language to off-load his problems on you. While you might be able to escape liability for any claims a customer or supplier might bring against the seller, you don't want those headaches to begin with. The bigger question to me is why the seller is so intent to transfer liability to the buyer. A seller in good faith ought to be willing to add language in the contract disclosing any known liabilities (including potential liabilities) or representing that he doesn't know of any.

Bottom line for me: something smells fishy here, and I wouldn't advise accepting these terms without additional disclosure and negotiation. If a deal looks to good to be true, it probably is.

Pamela Koslyn

Pamela Koslyn

Business Attorney - Los Angeles, CA
Answered

No wonder it's confusing, it's gibberish drafted by the seller pretending to have had a lawyer. "Seller admonishes any and all right -?"

Yes, you should be worried. Any purchase of a business (and this is one of the few correct uses I've seen of "buy-sell agreement," which is very frequently misused on this site by people who think that anything can be bought and sold) requires a buyer's due diligence in reviewing the business's books and records, and requiring extensive representations and warranties about it from the seller. eBay's great for some things, but I can't think of a worse way to buy a business.

Avvo doesn't pay us for these responses, and I'm not your lawyer just because I answer this question or respond to... more
Evelyn Susan Ginossi

Evelyn Susan Ginossi

Corporate / Incorporation Lawyer - Beverly Hills, CA
Answered

Yes, you should be worried because you would be stuck with any legal/financial problems that the business had. I don't think it's a good idea to purchase an entire business through Ebay and I don't think it was designed to adequately handle these types of transactions. You likely have not received enough information on the business, including its assets, liabilities, any pending complaints or court actions, and evidence of ownership of the website domain, to name a few important matters. Debts and complaints aside, your seller would need to transfer domain ownership over to you, and without actually knowing who is selling the domain to you, how can you trust that the domain transfer will happen? Once you have gone through the sale, there will be a window period where you might be able to file a complaint with Ebay over the seller to get your money back, but you may still be stuck at a loss or dealing with any problems the business had prior to your purchase.

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