MoU contracts (Re: gTLD-MoU Related News (August 19, 1997))

["andi payn" <payn@null.net>]

>>That's my point. I would only consider signing (but probably wouldn't
>>anyway...) if I didn't have to agree to the more extreme stipulations,
such
>>as the stipulation that I can't sue even if I'm defrauded, or that I can't
>>get my money back if I never become a registrar.
>
>I would suspect that the laws of various countries would cover the defraud
>matter.  Unless you signed the document in Geneva :-)

I thought you had to sign the CORE-MoU in Geneva, or at least agree that it
takes effect as if you had, in order for your signature to count. Am I
wrong?

Of course even if I do sign a contract in Geneva, if I'm based in, say,
California, signing a contract with a California organization to do work
which, though it is international, takes place at part in California, the
courts in California (or the US at the Federal level) could still hear my
case. The problem would be collection or other enforcement...

>>From what I remember, the gtld-MoU contains these stipulations, and
>>therefore I would never sign them. On the other hand, from what I
remember,
>
>It's very silly to sign an open ended contract unless your foolish or have
>been deceived.  Which is why they have the defraud clasues.  Because they
>know they are not upfront on the agreement.

What they're really asking you to do is to invest in a new venture which may
not pay off. You give them your $10k, you work to make the system
successful, and you may just get rich. If the whole thing falls apart, you
lose your investment. There are other ways to protect that sort of agreement
than defraud clauses. The best of these, of course, is bankruptcy--if the
system doesn't work, you can sue all you want for any reason but there won't
be any money to get.

When I purchase stock in a new issue, especially an OTC stock (or, for that
matter, even if it's an existing issue traded on the NYSE), there's a pretty
good chance that it'll be worth nothing in a year, and I have to accept
that. It's essentially an open-ended contract. That doesn't mean that I have
to waive my right to sue them if they defraud me.

I think the clause is not there to protect them from initial signatories,
but rather as a protection from people who join later, after they've become
successful (in case they do become successful...). But it's hard to tell.

>It's almost like signing a cheque and saying bank this so it bounces but
>don't tell the police to charge me and I'll take the goods thanks.

Actually, it's the converse of this--it's not taking goods without paying
what you promised, it's taking payment without delivering the goods you
promised. It's more like signing a check that will go through and then
saying "send me the goods if you ever find them."

>>the CORE-MoU does not contain the protection-from-normal-redress clauses
and
>>even explicitly states that my money (or at least 90%) will be returned if
I
>
>Only after a hell of a lot of bickering was that changed.

Correcting myself, the CORE-MoU does contain the clause, and so does the
application. However, as far as the 90% return, whether you call it
bickering or discussion, this is one of the few examples of openness to
public opinion, and it's better to encourage that than to attack them for
it. The reality is that they probably thought, based on the public outcry,
that they couldn't get enough registrars to get started unless they changed
that provision. So if we can make them see how their other provisions are
costing them potential registrars that's the most direct way to get them
changed.

Before anyone responds, though, I should repeat again that I think that, at
this rate, it'll take far too long for the system to be changed to a real
workable state.

>>am not accepted. Therefore, I might consider signing the CORE-MoU. And
from
>>what I learned today (assuming the FAQ is honest), that's all I'd have to
do
>>to apply to or become a registrar and/or a member of CORE.
>
>But is it honest.  If the controling body of the CORE is the gTLD-MoU and
>it has a defraud clasue I'd be very suspicious.

As I said in another letter, there doesn't seem to be anything authoritative
stating that I don't have to sign the gTLD-MoU. I could sign the application
(which already has the defraud clause in it) and give them the money and
pass their tests, and then when I'm all ready to sign the CORE-MoU they
could come along and say "Sorry, you can't sign that until you sign the
gTLD-MoU first."

I do have a FAQ, some public "unofficial opinions," and a general impression
that this isn't their intention to convince me that they probably won't do
that, but "probably" isn't enough when we're talking about this kind of
investment in this kind of a risky venture.

>Do you sign a contract to have an aircondition installed with your Vet?
>
>And then pay the vet?

This is a little different. The problem in the MoU case is that I'd be
signing the contract with CORE, the actual party I'm dealing with, but POC,
another party, can change the CORE rules theoretically at whim (although
they're supposed to be advised by PAB and CORE, there doesn't seem to be
anything preventing them from rewriting the contract over a weekend and then
telling all the CORE members to sign the new contract or leave).

It's more like signing a contract with an airconditioning installer to
install an air conditioner when he's given complete control over his
business--including hearing disputes on his contracts--to a receivership
company in another country who I can't talk to without calling a very
expensive 1-900 number, and who doesn't have to listen to me anyway...

In other words, once again, it's not a good system by any stretch of the
imagination, but neither is it as bad as you make it out to be. I personally
think their system is bad enough that, if you let it stand on its own
merits, it'll fall down; you don't need to exaggerate the problems with it
to push it over.

>>However, I doubt the FAQ is authoritative, so I'd like to see the actual
>
>Probably not.  We have already had claimes by PAB and iPOC members that the
>gTLD Web sites list of "qualified applicants" is not authoritive.

That really isn't relevant. The FAQ is supposed to be a semi-static
semi-official set of answers to questions; the list of applicants is by
nature dynamic. And I believe they've said that it's not authoritative only
insofar as it's incomplete.

>That being the case I guess the companies listed should be worried about
>the fact their names are being used without their permission. (Maybe?)

Why worry when they can't do anything about it anyway? They've signed the
application and been approved, and therefore they have no recourse...

>Even if it said that.  The gTLD-MoU might have a clause in a sub document
>you don't know about publicly that says you can't be in CORE unless you are
>gTLD'd :-)  I've seen this a number of times to void one contract that
>takes the money over one that does not.

Well.. that's sort of my point earlier. If I don't sign the gTLD-MoU I'm not
bound by its provisions. They could refuse to let me join CORE (even after
taking my application and paying $10K, at least $1K of which is
nonrefundable) unless I signed, but if they didn't do that, they couldn't
hold me to a contract I didn't sign.

>>see if my memory (which is even less authoritative than a FAQ) is correct.
>
>Somehow I think your memory is more authoritive than anythign that comes
>from gTLD.

Well, I'm working on a disclaimer saying that my opinions are those of my
present self only and may not reflect those of my past selves or any
authoritative statement of my official memory...

>>Unfortunately, I can't get to their web site. My ISP claims that it can't
>>resolve the domain name.
>
><rofl>
>
>>Seriously.
>
>I belive you.  Hey why not, they have no infrastructure :-)

Well, it was fixed the next stay. Still, it's amazing to me that I could
even get to alter.nic (using my ISP's domain name server, which is still
linked, as far as I know, to the official root servers only) but not to the
gtld-mou site...

>>As I've said before, at this rate, the system will be looking good by 2006
>>or so...
>
>Optimistic aren't you :-)
>
>>So what are we going to do until then?
>
>Is this where I say pesimistic ??

I guess I don't know you well enough to predict you yet; I was expecting you
to say "ignore them?"