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I would say this is a valid contract, as much as I don't like siding with scummy crypto people (scummy might be redundant here). A contract requires several thi

I would say this is a valid contract, as much as I don't like siding with scummy crypto people (scummy might be redundant here). A contract requires several things to form. According to LLI[1] these are: The basic elements required for the agreement to be a legally enforceable contract are: mutual assent, expressed by a valid offer and acceptance; adequate consideration; capacity; and legality. Jump made an offer of $2,500, Dick said the price is $50k firm, the other party immediately accepted. This was in writing, which gets around the Statute of Frauds given the value of the contract is over $500. This seems very straightforward from a legal perspective. I do think that crypto people are super scummy, but the only remedy available when there has been all the elements of a contract existing but one party reneging is a legal remedy either for specific performance or monetary damages, so it's natural that Jump went to court to enforce the, what I would argue is, valid contract. [1] https://www.law.cornell.edu/wex/contract https://www.law.cornell.edu/wex/contract

spiantino 4y ago
What would the remedy be, though? Would the court say you had a contract so you have to sell/transfer the domain? Or would they say, you're in breach of a contract and so Jump can sue you for damages from your breach of the contract?
- site-packages1 4y ago
  In these cases the remedies are usually either specific performance or monetary compensation. Specific performance is when they enforce the contract to its terms, which would be the transfer of the domain, and this remedy is usually used in cases where the thing being sold is unique. Real property sale is usually specific performance under the theory that any piece of land is totally unique (there is some debate about whether this should be the case, two farm properties in Nebraska are probably similar enough, whereas two oceanfront properties in California maybe not). I would argue that a domain name is unique enough that specific performance would be the remedy, after all there is and can only be one wormhole.com. The other remedy would be some sort of monetary damages. I would say that would be something like whatever it costs to purchase a comparable domain, but it would be really hard to decide on what a comparable domain is. Another remedy would be damages, like you said, but what are damages here? Probably nothing, so even if Jump won it would just be symbolic under that theory.
car_analogy 4y ago
> Dick said the price is $50k firm, the other party immediately accepted. He merely received an offer that satisfied his criteria - he did not agree to also accept that offer. See 323's post: https://news.ycombinator.com/item?id=31227141 https://news.ycombinator.com/item?id=31227141
- site-packages1 4y ago
  IANAL, but: According to the message history in the court filings, Merryman responded on July 1: “The price for wormhole.com is a firm US $ 50,000. -Dick-.” To Merryman’s surprise, Jump agreed. Indicates that there was a counteroffer for $50k and an acceptance of that offer. 323's post is wrong because quotes are not the same as what happens in the offer/counteroffer/acceptance contract dance, they're a different thing. Quotes are related to performing work for a price.[1] Here it was Offer => Counteroffer => Acceptance. [1] https://www.freshbooks.com/hub/estimates/is-quote-contract https://www.freshbooks.com/hub/estimates/is-quote-contract
  - car_analogy 4y ago
    But only one party performed "acceptance". Why should negotiating a price mean that the standard for accepting an offer is lowered?
    - site-packages1 4y ago
      I don't think I quite understand. In traditional contract flow, taking out unrelated things: one person presents an offer, the other person accepts that offer, and on acceptance a contract is created. It doesn't then go back to the offeror to accept the acceptance. I may be misunderstanding you.
      - akvadrako 4y ago
        Of course it does. I say: I will sell you my house for $1. If you accept, I'm under no obligation to actually sell it.
mindslight 4y ago
As far as I am aware, listing a price of something (say in a mail order catalog, or on a store shelf), does not constitute an offer. Rather, it is a solicitation of offers to buy. I would think stating "the price is $XXX" would be along those same lines, as there has been no positive statement of willingness to sell it to a specific counterparty for that price. Another example would be real estate listings, to which this is quite close. They have a definite list price, realtors most certainly say things like "the price is $XXX", and yet it's still on any potential buyer to submit a formal offer to buy with a specific price which the seller may or may not accept. If this weren't the case and such communication was considered positive offers, then we would rarely see things like houses being sold over their asking price.
- site-packages1 4y ago
  Advertising seems like a bit of a red herring here, given that the domain wasn't advertised. My understanding from reading is that the DomainAgents people sent an unsolicited offer on behalf of Jump for $2,500. I could be wrong on that. Even if I am though, using your house analogy, it's like offering a price on a house that's advertised, and a homeowner says "no I will sell it to you for 20x the amount" and then the buyer accepts in writing.
  - 323 4y ago
    But what if you knock on the door of a property, ask the owner whats the price he's willing to sell the property at, owner says a price, and then you accept that price? Is that binding without the property owner also accepting? Doesn't seem so to me.
    - NovemberWhiskey 4y ago
      Ignoring statute of frauds concerns - why not? The roles of offeror and offeree can reverse many times during a contract negotiation and it doesn't matter at all whether "buyer" and "seller" are in any particular role once the offeree accepts. Can you explain the legal basis on which this "both sides need to accept" thingie of yours come from?
gamblor956 4y ago
No, the $50k would not have satisfied the statute of frauds, because Dick sent them correspondence indicating he didn't think he was actually forming a binding contract, which is required in the absence of a signed legal agreement. Generally, if the parties don't have a signed agreement, but act as if terms in an informal exchange are binding, the court will uphold the informal agreement even if one of the parties changes their mind. But in this case, the undisputed evidence is that one party didn't act as if they were bound by their informal correspondence. And furthermore, courts have almost never upheld an informal/unsigned agreement between a corporation and an individual as binding against the individual.
stordoff 4y ago
My background is in English law, though I believe similar broad principles would apply here. IMO, it's plausible to argue it either way, and hard to be certain without knowing the full details about what was said. Jump seem to have made an offer for the domain, and the $50,000 price could be interpreted as a counteroffer, which would enable Jump to accept and lead to the formation of a contract. However, there must be an intent to enter into legal relations by both sides, and I'm uncertain that Merryman's actions demonstrate this. Further, I'm not sure that stating a price for the domain alone provides sufficient certainty of terms for there to be a valid contract (there is no discussion, for instance, about when the domain is to be transferred or when/how payment is to be made). The details of the initial communication from Jump may be relevant here - say if they invite counteroffers and it is clear they want to enter into a binding contract, or the other details are specified by them and the only part Merryman proposes changing is the price. It's also interesting that "Jump subsequently raised its bid", as this could be seen as an acknowledgement that no contract was formed at the earlier stage.
- cheese_goddess 4y ago
  This entire discussion would be much more informative if everybody stated their credentials regarding matters of law, as you did. For example: IANAL. Or "I practice law in such and such jurisdiction" etc. IANAL but I use the internet and I know that everybody on it has an opinion about legal matters.
eweise 4y ago
So if I go to a car dealership and ask how much a car is, and the dealer says $30K. I say I would pay $28K. The dealer says "sure! sold!". By this logic I would be required to buy the car.
- vmception 4y ago
  legal logic doesn't apply to different variables, so I'm not sure why you did that. the one with more similarities would be that you would have asked the dealer to sell at $28k, the dealer says $30k and you say okay. secondly the courts accept verbal contracts unless there is a statutory carveout for a specific kind of agreement, the courts require proof to rule which verbal contracts happen to lack. so if you did it over email, or did it through a broker's portal that says using it is a binding contract, then a court would have the proof, which is the logic of the actual case here.
  - eweise 4y ago
    Even in your scenario over email you agreed to sell to the dealer for $30K, I still don't think it would be a binding contract.
  - Swenrekcah 4y ago
    I think that both reversing the power status and changing the relative amounts is doing the analogy some harm. In my opinion a more relevant analogy is: Car dealership approaches person and asks to buy their car for $2500. Person says “Naah, price is $50,000 bro”. Dealership says: “Sure”. Here I believe it’s more clear that the person is in fact not obligated to part with their car unless they take the required additional step of agreeing to the purchase and finalising all documents.
- NovemberWhiskey 4y ago
  No, because, under the Uniform Commercial Code, the contract for sale of goods, by a merchant, with a value over $500 has to be in writing. But that also doesn't tell you anything about this case, because the category of "goods" does not include "general intangibles" into which category the courts have placed domain names, and because the seller in this case would not be considered a merchant in the sense of the UCC.
puffoflogic 4y ago
Jump themselves repudiated this view of the exchange when they agreed to subsequent larger amounts. This is a transparent ploy to use the power of the state to seize private property at a price that the current owner does not consent to sell at, and the only question is whether the law will recognize this or ignore it.
stjohnswarts 4y ago
It isn't a valid contract and it will fail in court.
CogitoCogito 4y ago
Was there any time frame for when the domain would be transferred? Or when the money would be transferred? Without that specified how could this really be enforceable?

spiantino 4y ago

What would the remedy be, though? Would the court say you had a contract so you have to sell/transfer the domain? Or would they say, you're in breach of a contract and so Jump can sue you for damages from your breach of the contract?

site-packages1 4y ago
In these cases the remedies are usually either specific performance or monetary compensation. Specific performance is when they enforce the contract to its terms, which would be the transfer of the domain, and this remedy is usually used in cases where the thing being sold is unique. Real property sale is usually specific performance under the theory that any piece of land is totally unique (there is some debate about whether this should be the case, two farm properties in Nebraska are probably similar enough, whereas two oceanfront properties in California maybe not). I would argue that a domain name is unique enough that specific performance would be the remedy, after all there is and can only be one wormhole.com. The other remedy would be some sort of monetary damages. I would say that would be something like whatever it costs to purchase a comparable domain, but it would be really hard to decide on what a comparable domain is. Another remedy would be damages, like you said, but what are damages here? Probably nothing, so even if Jump won it would just be symbolic under that theory.

car_analogy 4y ago

> Dick said the price is $50k firm, the other party immediately accepted. He merely received an offer that satisfied his criteria - he did not agree to also accept that offer. See 323's post: https://news.ycombinator.com/item?id=31227141 https://news.ycombinator.com/item?id=31227141

site-packages1 4y ago
IANAL, but: According to the message history in the court filings, Merryman responded on July 1: “The price for wormhole.com is a firm US $ 50,000. -Dick-.” To Merryman’s surprise, Jump agreed. Indicates that there was a counteroffer for $50k and an acceptance of that offer. 323's post is wrong because quotes are not the same as what happens in the offer/counteroffer/acceptance contract dance, they're a different thing. Quotes are related to performing work for a price.[1] Here it was Offer => Counteroffer => Acceptance. [1] https://www.freshbooks.com/hub/estimates/is-quote-contract https://www.freshbooks.com/hub/estimates/is-quote-contract
- car_analogy 4y ago
  But only one party performed "acceptance". Why should negotiating a price mean that the standard for accepting an offer is lowered?
  - site-packages1 4y ago
    I don't think I quite understand. In traditional contract flow, taking out unrelated things: one person presents an offer, the other person accepts that offer, and on acceptance a contract is created. It doesn't then go back to the offeror to accept the acceptance. I may be misunderstanding you.
    - akvadrako 4y ago
      Of course it does. I say: I will sell you my house for $1. If you accept, I'm under no obligation to actually sell it.

mindslight 4y ago

As far as I am aware, listing a price of something (say in a mail order catalog, or on a store shelf), does not constitute an offer. Rather, it is a solicitation of offers to buy. I would think stating "the price is $XXX" would be along those same lines, as there has been no positive statement of willingness to sell it to a specific counterparty for that price. Another example would be real estate listings, to which this is quite close. They have a definite list price, realtors most certainly say things like "the price is $XXX", and yet it's still on any potential buyer to submit a formal offer to buy with a specific price which the seller may or may not accept. If this weren't the case and such communication was considered positive offers, then we would rarely see things like houses being sold over their asking price.

site-packages1 4y ago
Advertising seems like a bit of a red herring here, given that the domain wasn't advertised. My understanding from reading is that the DomainAgents people sent an unsolicited offer on behalf of Jump for $2,500. I could be wrong on that. Even if I am though, using your house analogy, it's like offering a price on a house that's advertised, and a homeowner says "no I will sell it to you for 20x the amount" and then the buyer accepts in writing.
- 323 4y ago
  But what if you knock on the door of a property, ask the owner whats the price he's willing to sell the property at, owner says a price, and then you accept that price? Is that binding without the property owner also accepting? Doesn't seem so to me.
  - NovemberWhiskey 4y ago
    Ignoring statute of frauds concerns - why not? The roles of offeror and offeree can reverse many times during a contract negotiation and it doesn't matter at all whether "buyer" and "seller" are in any particular role once the offeree accepts. Can you explain the legal basis on which this "both sides need to accept" thingie of yours come from?

gamblor956 4y ago

No, the $50k would not have satisfied the statute of frauds, because Dick sent them correspondence indicating he didn't think he was actually forming a binding contract, which is required in the absence of a signed legal agreement. Generally, if the parties don't have a signed agreement, but act as if terms in an informal exchange are binding, the court will uphold the informal agreement even if one of the parties changes their mind. But in this case, the undisputed evidence is that one party didn't act as if they were bound by their informal correspondence. And furthermore, courts have almost never upheld an informal/unsigned agreement between a corporation and an individual as binding against the individual.

stordoff 4y ago

My background is in English law, though I believe similar broad principles would apply here. IMO, it's plausible to argue it either way, and hard to be certain without knowing the full details about what was said. Jump seem to have made an offer for the domain, and the $50,000 price could be interpreted as a counteroffer, which would enable Jump to accept and lead to the formation of a contract. However, there must be an intent to enter into legal relations by both sides, and I'm uncertain that Merryman's actions demonstrate this. Further, I'm not sure that stating a price for the domain alone provides sufficient certainty of terms for there to be a valid contract (there is no discussion, for instance, about when the domain is to be transferred or when/how payment is to be made). The details of the initial communication from Jump may be relevant here - say if they invite counteroffers and it is clear they want to enter into a binding contract, or the other details are specified by them and the only part Merryman proposes changing is the price. It's also interesting that "Jump subsequently raised its bid", as this could be seen as an acknowledgement that no contract was formed at the earlier stage.

cheese_goddess 4y ago
This entire discussion would be much more informative if everybody stated their credentials regarding matters of law, as you did. For example: IANAL. Or "I practice law in such and such jurisdiction" etc. IANAL but I use the internet and I know that everybody on it has an opinion about legal matters.

eweise 4y ago

So if I go to a car dealership and ask how much a car is, and the dealer says $30K. I say I would pay $28K. The dealer says "sure! sold!". By this logic I would be required to buy the car.

vmception 4y ago
legal logic doesn't apply to different variables, so I'm not sure why you did that. the one with more similarities would be that you would have asked the dealer to sell at $28k, the dealer says $30k and you say okay. secondly the courts accept verbal contracts unless there is a statutory carveout for a specific kind of agreement, the courts require proof to rule which verbal contracts happen to lack. so if you did it over email, or did it through a broker's portal that says using it is a binding contract, then a court would have the proof, which is the logic of the actual case here.
- eweise 4y ago
  Even in your scenario over email you agreed to sell to the dealer for $30K, I still don't think it would be a binding contract.
- Swenrekcah 4y ago
  I think that both reversing the power status and changing the relative amounts is doing the analogy some harm. In my opinion a more relevant analogy is: Car dealership approaches person and asks to buy their car for $2500. Person says “Naah, price is $50,000 bro”. Dealership says: “Sure”. Here I believe it’s more clear that the person is in fact not obligated to part with their car unless they take the required additional step of agreeing to the purchase and finalising all documents.
NovemberWhiskey 4y ago
No, because, under the Uniform Commercial Code, the contract for sale of goods, by a merchant, with a value over $500 has to be in writing. But that also doesn't tell you anything about this case, because the category of "goods" does not include "general intangibles" into which category the courts have placed domain names, and because the seller in this case would not be considered a merchant in the sense of the UCC.

puffoflogic 4y ago

Jump themselves repudiated this view of the exchange when they agreed to subsequent larger amounts. This is a transparent ploy to use the power of the state to seize private property at a price that the current owner does not consent to sell at, and the only question is whether the law will recognize this or ignore it.

stjohnswarts 4y ago

It isn't a valid contract and it will fail in court.

CogitoCogito 4y ago

Was there any time frame for when the domain would be transferred? Or when the money would be transferred? Without that specified how could this really be enforceable?