ICANN | Letter from Louis Touton to Christine A. Russo | 27 August 2001

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Letter from Louis Touton to Christine A. Russo
(27 August 2001)
Posted: 27August 2001

27 August 2001


Ms. Christine A. Russo
Manager, Contracts and Compliance
VeriSign Global Registry Services
21345 Ridgetop Circle
Dulles, VA 20166 USA

Re: VeriSign GRS Request for Guidance on Registrar Transfer Process

Dear Christine:

I have reviewed the issues discussed in your 6 June 2001 letter seeking ICANN guidance on the interpretation of the various legal agreements concerning transfers of registration sponsorship between registrars. While appreciating the registry's need to address the many issues that have arisen regarding the transfer process, I did not respond immediately because it appeared appropriate to allow discussions to proceed in the registrar community to better define the issues before definitively formulating any advice to VGRS. Please accept my apologies if this delay has resulted in anyone thinking that VGRS has not been responsive to their concerns.

VGRS has been presented with a variety of inquiries concerning the transfer process, with several registrars registering complaints about several registrars. Addressing each of the complaints will undoubtedly require careful attention to the factual background of each matter, and some of the inquiries involve very specific issues of interpretation. Although willing to consult with the registry regarding the more specific issues as necessary, for the time being it seems more helpful to limit my advice to a few general observations that should assist in resolving many of the inquiries.

In general, the "Policy on Transfer of Sponsorship of Registrations Between Registrars" that appears as Part A of Exhibit B of the Registry-Registrar Agreement is intended to allow implementation of consumer choices of registrars. This goal can be summed up in two simple propositions:

  • When a Registered Name Holder wishes to change sponsoring registrars, the sponsorship of the Holder's registration should be changed.
  • When a Registered Name Holder does not wish to change sponsoring registrars, the sponsorship of the Holder's registration should not be changed.

The overall goal of implementing consumer choices, which was fully recognized by those who drafted the transfer policy, serves as an important guide to interpretation of the policy's specific provisions.

Most of the recent complaints and disputes about registrar transfers concern the roles of the gaining and losing registrars in determining the desires of the Registered Name Holder. Under the policy, the gaining registrar is responsible for obtaining "express authorization from an individual who has the apparent authority to legally bind the Registered Name holder", to "retain a record of reliable evidence of the authorization", and to provide the losing registrar "a copy of the authorization if and when requested." The policy provides that the losing registrar should approve or deny the transfer as appropriate in the circumstances. The policy states four instances in which a transfer may be denied, but indicates that those are only illustrations of a losing registrar's more general ability to deny transfers in appropriate circumstances.

From the language of the policy, it seems apparent that:

1. The responsibility for ensuring that a Registered Name Holder authorizes the transfer lies with the gaining registrar, not the losing registrar.

2. This allocation of responsibility should not prevent the losing registrar, as an additional measure, from seeking to inform Registered Name Holders of impending transfers and affording them an opportunity to express their objection.

3. The allocation of responsibility does indicate, however, that the losing registrar may not deny a transfer request that the gaining registrar has verified merely because the losing registrar has not verified it. Thus, a losing registrar should not deny a transfer request simply because it has notified the Registered Name Holder of the request and has not received a response.

4. The losing registrar may, however, deny the transfer request where it has an adequate reason for believing that the Registered Name Holder has not authorized the transfer. In some instances, the failure of the Registered Name Holder to respond to a notification may form one element of the reason. Because the policy allocates the verification responsibilty to the gaining registrar, however, the lack of such a response is not by itself an adequate reason to deny the transfer. Additional elements of an adequate reason may include information relating to the Registered Name Holder (such as prior communications) or the authorization practices followed by the gaining registrar.

Various participants in the ICANN Domain Name Supporting Organization, including the Registrars Constituency, have begun considering what procedures should be followed by gaining registrars in ensuring that transfers are in fact authorized by the Registered Name Holder, so as to promote the overall goal of implementing the consumer's wishes. We encourage these discussions and expect that as they progress the potential for disagreements over transfers will be greatly reduced.

Please do not hesitate to contact me if you have any questions about the observations above about the transfer policy. ICANN looks forward to working cooperatively with the registry staff to continue to address transfer issues in a manner that benefits the broader Internet community.

Best regards,

Louis Touton
Vice President and General Counsel

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