FAQ: structure escrow for a .ca domain purchase

When can I structure escrow for a .ca domain purchase?

Escrow is appropriate at the point of signing the domain purchase agreement — before any registrar transfer is initiated. The escrow arrangement should hold the purchase funds until three conditions are met: the CIRA transfer is completed, the buyer's eligibility under CIRA's Canadian Presence Requirements is confirmed, and a brief post-transfer period passes without a dispute or transfer reversal being filed. Attempting to close on a .ca without a verified eligibility check first is a common error. CIRA requires the buyer to satisfy its Canadian Presence Requirements before a transfer will process. If the buyer does not qualify — whether as a Canadian citizen, a permanent resident, a Canadian corporation, or another eligible category — the transfer will fail regardless of what the escrow holds. Establishing escrow before that eligibility check is complete wastes time and may put funds at risk if the deal ultimately cannot close.

Who can structure escrow for a .ca domain purchase for a .ca domain?

Any party to the transaction can propose an escrow arrangement, but counsel with experience in domain transactions should draft or review the escrow instructions to ensure they match CIRA's transfer mechanics. In our practice, we regularly advise buyers and sellers on coordinating a neutral domain escrow service with the CIRA transfer process. The escrow agent holds the purchase funds and releases them only on confirmed transfer completion. The key structural points are these: the escrow instructions must identify the triggering event correctly — CIRA transfer confirmation, not mere initiation — and the instructions must address what happens if CIRA rejects the transfer due to an eligibility failure. A well-drafted escrow agreement will specify a refund path, a negotiated cure period, and a termination date after which funds return to the buyer automatically if the transfer has not completed. Without those terms, a failed eligibility check can leave funds suspended for weeks.

What is the deadline once a case starts?

Under the CIRA CDRP, a respondent has 20 days from the date the case commences to file a response. That window is short. Missing it generally results in the panel proceeding on the complaint alone, which in most cases produces a decision adverse to the respondent. For a buyer conducting pre-acquisition due diligence, the question is not how to respond to a complaint — it is whether the target domain currently has an open case, a recently closed one, or a prior failed transfer. A CIRA WHOIS and a CDRP case history check will surface any active or recently concluded proceedings. We include that check as a standard element of the pre-acquisition review for any .ca purchase, because acquiring a domain mid-proceeding exposes the buyer to a cancellation or transfer order that will override the deal.

Does CIRA CDRP or a court decide a .ca dispute?

The CIRA CDRP is an administrative dispute-resolution procedure specific to .ca domains, run under CIRA's rules and decided by an independent panelist. It is separate from — and not a substitute for — Canadian court proceedings. The CDRP test centers on bad-faith registration of a domain that is confusingly similar to a mark in which the complainant has rights. Importantly, the complainant must generally satisfy CIRA's Canadian Presence Requirements to hold the .ca if a transfer is ordered, not merely to file the complaint. Courts in Canada retain jurisdiction over related trademark and unfair-competition claims, particularly where damages are sought or where the dispute involves conduct that falls outside the CDRP's administrative scope. Where a .ca matter involves fraud, account compromise, or a stolen registrar credential, court proceedings or a registrar escalation may be the more appropriate route rather than, or in addition to, the CDRP. For any matter requiring court action in Canada, COGNOMEN works with local litigation counsel in the relevant jurisdiction.

What if the registrant does not respond under the CIRA CDRP?

If the respondent does not file a response within the 20-day window, the panel proceeds by default on the complaint alone. Default does not mean automatic transfer. The panel still reviews the complaint on its merits, assesses whether the evidence supports each element of the CDRP test, and issues a reasoned decision. In practice, well-supported complaints with clear bad-faith evidence typically succeed on default. Thin complaints — those relying on a recently registered trademark, a generic term, or unsubstantiated claims of bad faith — can still fail even without a respondent. For a buyer assessing a .ca that is the subject of an outstanding complaint, a default outcome favorable to the complainant would produce a transfer order that overrides the purchase agreement. That is precisely the scenario that a thorough pre-acquisition due-diligence review is designed to identify before funds are committed.

Can a CIRA CDRP decision be appealed or challenged?

A CDRP decision is not directly appealable within the administrative procedure itself. Once issued, the decision is implemented by the registrar and CIRA within the prescribed period unless a court in Canada grants a stay. A losing party — whether complainant or respondent — may challenge the outcome by commencing court proceedings in Canada, but that is a separate, more expensive route that does not automatically suspend implementation of the CDRP decision. The practical window for seeking a stay from a court is narrow. A panel decision that reaches the registrar will be acted upon promptly, generally within a matter of days after the decision period closes. Buyers of a .ca that recently emerged from a CDRP proceeding should confirm that no court action is pending and that the transfer was implemented cleanly. We treat a recently transferred domain as a slightly elevated due-diligence item for this reason.

How does prior dispute history affect a .ca acquisition?

A .ca domain with a prior CDRP filing — even one that was dismissed or settled — signals a history worth examining. A dismissed complaint may indicate that the current registrant prevailed on legitimate-interest grounds, which ordinarily strengthens title. But it may also indicate that a poorly assembled complaint failed for procedural reasons and that a better-prepared complainant could refile. A settled matter may have produced confidential terms that affect the seller's right to transfer. In our experience, the chain-of-title question for .ca acquisitions rarely ends with checking the WHOIS registration date. We examine CDRP case records, any published decisions involving the domain name, and the registration history for gaps or transfer events that suggest an earlier dispute or a forced change in ownership. A domain acquired through a prior CDRP transfer order may have a clean current title, but the underlying trademark conflict may still exist — and a new registrant can face a fresh complaint based on the same mark.

What does pre-acquisition due diligence cover for a .ca domain purchase?

Due diligence for a .ca purchase covers four distinct areas. First, eligibility: confirming that the buyer satisfies CIRA's Canadian Presence Requirements before the deal advances. Second, chain of title: tracing prior registrations, transfer events, and any forced-transfer history through CDRP. Third, dispute risk: reviewing published CDRP decisions for the domain, checking for any live complaints, and assessing whether any trademark holder has a plausible basis to file after the acquisition. Fourth, escrow structure: confirming that the purchase agreement, the escrow instructions, and the transfer mechanics at the registrar level are coordinated so that funds release only on verified CIRA transfer completion. Skipping any one of these steps introduces a category of risk that the price of the domain — whether modest or six figures — rarely justifies accepting. The cost of a pre-acquisition review is a small fraction of the cost of unwinding a failed or disputed transfer.