Company continues push to make NBC honor sale of Women.com and .net.

DONE! Ventures has filed an opposition (pdf) to NBC Universal’s Motion to Dismiss its lawsuit over a failed transaction for Women.com and Women.net.

DONE! had agreed to purchase the two domain names through NBC’s broker Sedo for $1 million. However, NBC backed out of the deal after it was allegedly vetoed by NBC Universal President & CEO Jeff Zucker. DONE! sued to force NBC to complete the deal.

NBC then filed a Motion to Dismiss, arguing that a contract for the deal had not been formed. Its chief reason was that there was no “meeting of the minds” since DONE!’s communication with Sedo mostly referred to Women.com and not the .com and .net.

This is rather suspicious given that NBC pulled completely out of the deal rather than going ahead and suggesting they complete the deal at $1M for just women.com.

In its response to NBC’s Motion to Dismiss, DONE! says that both domains were marketed as a pair throughout the process. Sedo’s sales page for Women.com even mentioned that a sale included the .net version. DONE! drew an analogy to buying a house:

By analogy, a real estate broker may market a picture of a home on the Internet as being for sale but the detail page includes a reference to the home, a garage, and a yard. The real estate buyer is purchasing the entire package, not just the home in the picture. Here, defendants’ detail page made clear that something more then Women.com was included: two domain names were part of the offer.

Along with opposing the motion to dismiss, DONE! filed declarations (pdf) from its founder Ben Padnos (an early Yahoo! employee) and domain broker Alan Hack, who assisted Padnos with the transaction.

NBC wants lawsuit over domain name dismissed.

NBC Universal has filed a motion to dismiss (pdf) a lawsuit filed by DONE! Ventures over DONE!’s failed purchase of Women.com. DONE! claims it had an agreement to buy women.com and women.net from NBC, and that NBC later backed out of the deal that was brokered by Sedo.

NBC’s first line of defense is that it hadn’t reached an agreement with DONE! because communications only referred to Women.com, not .net — so key terms hadn’t been agreed to:

The Complaint makes clear on its face that no binding contract was formed because there was no meeting of the minds on a material term: the property for sale. Plaintiff alleges that it made a $1 million offer for two domain names: women.com and women.net. Yet, the correspondence from the NBC Defendants’ broker, which Plaintiff attaches to the Complaint and specifically incorporates by reference, states that the NBC Defendants would accept $1 million for women.com alone. Thus, the parties never agreed on what could be purchased for the $1 million price.

Its second line of defense is that Sedo told DONE! it would need to complete a bill of sale with NBC before completing the transaction. NBC argues that no bill of sale was completed, so there was no breach of contract:

Further, the parties’ correspondence states that the NBC Defendants required specified information about the Plaintiff and the completion of a bill of sale before a deal could be consummated. As Plaintiff admits in the Complaint, no bill of sale was ever drafted or signed. Therefore, even if the parties had reached a meeting of the minds about what property was for sale and at what price, which they did not, at most, there was an unenforceable agreement to agree. Plaintiffs breach of contract claim thus fails as a matter of law.

If the court doesn’t buy either of these arguments, NBC wants it to move the case from California to New York.

So here’s the (literally) million dollar question: if DONE! would accept just the .com domain for $1 million, would NBC go through with it?

Domain name losing value as lawsuit works its way through the courts.

DONE! Ventures lawsuit against NBC Universal and General Electric Company has been moved from state court to U.S. District Court, and there the parties are fighting over what to do with the domain names pending trial.

As background, DONE! sued NBC after a deal by the former to purchase Women.com and Women.net for $1 million fell through. DONE! is asking for NBC to follow through on the deal, which allegedly was overruled by NBC Universal’s CEO after the deal was agreed upon.

Now the question is what to do with Women.com and Women.net pending the outcome of the case. DONE! says that the links pointing to Women.com and the domain’s page rank are a big part of the value of the domains. After the suit was filed, NBC pointed the domains to a dead web page, which could have resulted in losing the search engine juice. The domains were then forwarded to NBC’s iVillage.com web site.

DONE! is asking the court for a temporary restraining order to transfer the domains to a third party, which can then put some content on the sites to hopefully save some of the search engine value.

Here are the relevant court documents:

DONE! Ventures application for temporary restraining order for Women.com and Women.net

GE response to DONE! Ventures motion for temporary restraining order

Bankruptcy judge approves sale of domain names to DONE! Ventures.

Earlier today, U.S. Bankruptcy Court judge Brendan L. Shannon handed down an order affirming the sale of a number of eToys’ domain names to DONE! Ventures. The domains included in the $200,000 deal are:

birthdays.com
birthdays.net
birthdays.org
birthday.net
ebirthdays.com
e-birthdays.com
e-birthdays.net
happybirthdays.com
eparties.com
pinata.com

The domain name whois records for these domains still shows eToys, but you can expect that to change shortly.

In addition to the DONE! Ventures deal, the judge earlier approved Toys ‘R’ Us purchase of a number of brands and intellectual property for $2.15M.

After reviewing the judge’s orders on both the DONE! Ventures deal and Toys ‘R’ Us deal, it will be interesting to see if any objections are filed to the Toys.com purchase for $1.25M. I know there are some entities that would have bid on the domain name had they known about the auction, and the judge’s orders all include statements that the sale constitutes the highest offer received. Another party could conceivably make a higher offer, and this would have to be reported to the bankruptcy court.

Domain Name Wire will keep you posted as the judge issues more orders in this case.