Acquiring a website with unclear ownership

We want to acquire a website that is driven by a large community and non-profit. Before going to the attorney I want to do my own research on this topic.

The problem is that the ownership of this user-driven community is not very clear and it's our first acquisition.

People involved

• Owners of intellectual property

Person A, founder : developed 7 years ago a custom script interface for the website. This has been modified/improved by other people and right now is highly outdated and needs to be redone. The site is hosted in his company but paying every year for the service a considerable amount. He was active during the first 3 years and is the founder/entrepreneur de facto.

Person B, founder/sponsor : together with A, they started the site. He owns the domains. Yet he has been only active less than 2 years out of 7 and has barely done anything. Just paid the servers 2-3 years (after that was supported by donations from hundreds of users) and worked on setting it up during the first months. Then he literally disappeared.

• Contributors

Person C, late founder : a few months later the site was opened he joins the "founding council". Together with other people that also have spent a lot of time, he worked hard during the first 3 years building the community. Later he stayed in the background overseeing without any executive power. He claims to be the most important founder and someone who uses to say "thanks to me...". Nothing is at his name and says he could get the domains from Person B if he calls him.

Person D, founders think he has a stake : he has been the managing director of the site during the last 3 years. He made big and important changes in what the site currently does , changed the vision, mission and expanded the site (big growth). He turned a small community into something large and attractive to buy. Without him the site would die or considerable downgrade the current quality level. He also has all gaming servers and paid services under his name.

Others : they have contributed like Person C and D with time, passion and creativity but in a smaller degree and not from a position of responsibility as top leaders.

Situation

• Everybody is willing to sell the site. The reasons are scalability problems.
• Only Person A and Person B have tangible ownership (domains and website)
• Only Person D has tangible ownership to no website related servers (gaming servers, external services)
• The current website is outdated in technology and needs a complete new site, including the original interface script.
• Person C claims to have most rights and should have the biggest stake for working during the initial years.
• Person D is leading the sales process (has business background and knows that not selling would mean killing the site with costs and dedication demand). We want him to work for us.

Question

Who is relevant and important for the site acquisition process?

If not, where can I find resources on acquiring sites or communities?

That is a common mess with a lot of websites, and forums (or so called web communities / portals). In my own experience you must get written consent from all parts OR the one that sell the site must have written consent.

• Written consent from the domain name owner. Later you need his help to transfer the domain to your own control.
• Written consent from who host the domain and the website if they are not the same person, for the same reasons as above.
• If the website uses a script that is licensed to someone, get the license and the consent form that someone.
• Hosting details -> Check that all had been paid for, no bills behind.

This can be an easy acquisition IF all parts involved give to you consent in paper. Otherwise you are letting room for somebody show up a few years latter claiming that he/she had a position for which the sale should be consulted. By having these writing consents, you let all these problems behind by making them responsible for their own words.

You must put person A, B, C, D to agree by themselves the price of the sale, (how they will share the money is they ow problem - don't get involved on it).

Person D ('leading the sales process') easily can be hired - I think - The fact to consider is what ownership he have on the website. The time donated or contributed to the creation of the website don't means anting, that is something for he to solve with the websites owners.

Person A and B These are the ones to decide if they sell since they own the domain and the hosting - They are the ones to respond to their customers employees etc fi they wish to sell.

Person D 'has tangible ownership to no website related servers' - That is an internal dispiute that must be solved between them before the sale is agreed, since you will require access to all that. If in the sale all that is included, all that must be on paper as well.

Person C 'claims to have most rights and should have the biggest stake for working during the initial years' That is another internal dispite that you don't need to get involved, it must be sorted between them. As far as I can see, he can be a problematic one, but as long as you get all in paper, thats it.

This sale is easy as long as you talk to your attorney.