Acquisition of a VPN service for $120k: the dispute was resolved on the basis of payment-provider statements
«By the time the dispute was reviewed, all correspondence between the parties and the payment-provider statements were already attached to the deal. The ruling was made on the basis of data, not on statements from the parties»
The buyer acquired a turnkey VPN service from its founder: domain, mobile applications, server infrastructure, Stripe payment account and around 30 thousand active subscribers. Deal amount — 120,000 USDT.
A week after the handover, the new owner reconciled the payment-provider statements and established that actual MRR was lower than the figure reflected in the financial reports at the time of the deal. Vitaly Gariev stepped in as the arbiter and issued his ruling on the dispute within 36 hours.
Vitaly Gariev, Veltra Digital Group
Eight years of practice in mergers and acquisitions involving digital assets: SaaS services, mobile applications, media projects, NFT collections. Practice focus — founder exits from projects and transfers of intellectual property.
At EscroWallet handles deals with digital assets and acts as the arbiter in acceptance disputes. Languages: Russian, English.
A turnkey VPN service with the full infrastructure
The seller — the founder, who had developed the VPN service for three years and decided to exit the project. The buyer — an entrepreneur for whom this was the first M&A deal involving digital assets.
The deal included: domain, source code, mobile applications in the App Store and Google Play, servers at a hosting provider, Stripe payment account and the subscriber base. The parties found each other through mutual acquaintances and agreed the price on their own, but when it came to the transfer of assets they reached a deadlock — neither side was prepared to make the first move.
Escrow and a transfer checklist of 11 items
The parties registered the deal at EscroWallet and selected Vitaly Gariev as the deal lawyer. The buyer deposited 120,000 USDT into escrow — the funds were locked on the smart contract, and the seller received confirmation in the deal chat.
Vitaly drew up a transfer checklist of 11 items: domain, repository, server infrastructure, Stripe API keys, App Store and Google Play accounts, databases, analytics, correspondence with contractors. For each item the seller attached documentary evidence in the deal chat, and the buyer verified receipt. Once all 11 items were closed, the funds were released to the seller.
Acceptance dispute
A week after closing out the checklist, the buyer reconciled the Stripe statement and established that actual MRR was 18% below the figure shown in the financial reports at the time of the deal. A dispute was opened. Vitaly pulled the statements for the previous six months and established that, shortly before closing, the seller had granted key customers annual −50% discounts — current revenue remained stable, but MRR would inevitably decline over the year. The arbiter's ruling: 14,000 USDT to be returned to the buyer from the retained portion of the escrow.
- 120,000 USDT in escrow until the full transfer of assets
- 11 items on the transfer checklist, each backed by documentary evidence in the deal chat
- 36 hours — time to resolve the acceptance dispute
- 14,000 USDT returned to the buyer under the arbiter's ruling
«Without a deal lawyer and escrow, I would have been left with a product whose economics differ from the ones stated. The funds would already be with the seller, and there would be no way to recover them»
Deal closed, the MRR discrepancy compensated
The buyer received the VPN service in full and compensation for the discrepancy in the financial reports. The seller received 106,000 USDT and closed the deal without reputational risk — the dispute was reviewed on the platform, not in public.
Without escrow and a deal lawyer, the buyer would have found himself in a situation where the funds had already been transferred to the seller, and recovering them would require going to court. On the platform, the dispute was resolved within 36 hours on the basis of payment-provider statements.
Run your deal with this lawyer
Vitaly Gariev will act as the arbiter: oversee the contractor's performance and rule on any dispute that arises. Funds are protected by escrow.