[arin-ppml] Deceased Companies?

[Ronald F. Guilmette]

In message <9f92e0fc-2f3a-a6e3-ae88-dc260dfea80d at ipinc.net>, 
Ted Mittelstaedt <tedm at ipinc.net> wrote:

>I have used the block 199.248.255.0/24 previously on this list in the 
>past as an example of ARIN's nonsense when it comes to reclaiming old 
>blocks and to embarrass John Curran when he claims ARIN is cleaning house.

Although I am greatly appreciative of Ted's comments, which appear to be
supportive of the primary point that I most recently attempted to make here,
I am obliged to point out that the example of the 199.248.255.0/24 block,
and ARIN's seeming reluctance to reclaim it, *does not* actually support
the point that I have attempted to make here most recently. for one very
glaringly obvious reason:

RegDate:        1994-10-11

199.248.255.0/24 is unambiguously a legacy block.  Thus, ARIN may or may
not have in hand either a signed RSA or a signed LRSA that is relevant and
applicable to this block.  For the sake of argument, let's assume that it
doesn't.

Other people may reasonably disagree with me, but I personally am at least
somewhat sympathetic to the various legal assertions and bold claims that
have been made by various IPv4 legacy registrants, over time.  I am also
at least somewhat sympathetic to ARIN's understandable reluctance, if any,
to sally forth and do battle in the courts over such legacy-related claims.

In contrast to the 199.248.255.0/24 block and its registrant however, last
week I put forward here the very different example of the organization
denoted by the handle "CENTA-3" (created in the ARIN WHOIS on 2006-08-22)
and its associated number resources, which are as follows, and which have
the allocation/registration dates noted:

      AS19214          2006-09-12
      74.116.64.0/21   2009-08-04
      199.16.104.0/22  2011-10-04
      208.74.64.0/22   2007-01-18

Given the date upon which the organization record for CENTA-3 was created in
the data base, and given the allocation/registration dates shown above for
the various associated number resources, it does not seem to be much of a
stretch to infer that this organization *did* at some point in time (or
perhaps even at multiple points in time) sign an RSA with ARIN, and that
those legal agreements remain in force and binding upon both parties, i.e.
the organization denoted as CENTA-3 and ARIN.

In short, I assert that the evidence is clear in this case that the number
resources listed above, which are all assigned to CENTA-3, are clearly
non-legacy resources.  And that is, in a way, quite convenient, because it
means that we can look at and analyze this case *without* having to go down
the long, twisty, and confusing road that we might be obliged to travel *if*
we were trying to analyze the legal rights of the parties in a "legacy"
sitation.  This is not that.  And the signed RSA(s) in this case controls
the legal relationship between the parties.

So, now the question arises:  What, if anything, can ARIN legally do in a
case such as this, where a signed RSA is in place, but the legal entity that
originally signed it has become formally dissolved, either voluntarily or
involuntarily, within the legal jurisdiction where it was originally created?

Section 10 of the current version (12.0) of the RSA, as published on the
ARIN web site, goes to some lengths to cover exactly such a situation.
It defines a set of numerous different possible events in the life of a
registrant organization, and it defines what is, in effect, a catch-all
term for a group of such possible events, including "dissolution".  This
catch-all term is "Bankruptcy Event".  A corporate dissolution is explicitly
one of the several different types of corporate events that the RSA
collectively defines as a "Bankruptcy Event".

Section 10(a) of RSA version 12.0 is clear that *any* kind of "Bankruptcy
Event"... including, explicitly, a corporate dissolution... obliges the
registrant to "promptly provide written notice to ARIN thereof."  (I feel
sure that we could pay attorneys hundreds of dollars an hour to argue
endlessly over the exact legal meaning of the word "promptly" in this context,
but for the sake of expediency let's just skip over that fine point for now.)

The bottom line here is that CENTA-3 signed an RSA, and most likely several
of them.  And when this corporate entity was dissolved by the State of
California back in 2012, it either did or did not "promptly provide written
notice to ARIN thereof".  (There is no third possibility.)

If this organization DID "promptly provide written notice to ARIN thereof",
either back in 2012, or at any time since, then what, if anything, did ARIN
staff do in response to that notification?  The available evidence certainly
suggests that if any such notice was ever transmitted to ARIN staff in this
case then ARIN staff did nothing with that.

If, on the other hand, this organization DID NOT "promptly provide written
notice to ARIN" of its fromal and legal dissolution back in 2012, and if it
has ever signed any version of the RSA that has the same or similar languguage
as nowadays appears in Section 10(a) of RSA 12.0, then the organization is
in clear breach of the terms of its (RSA) contract with ARIN.  In this case
also, I think it is reasonable to ask if ARIN staff will now do anything in
response to this particular type of breach of contract on the part of this
specific (and now dead) resource holder, CENTA-3.

All of this brings us right back to the beginning, and to what was, in effect,
my original question(s), which remain unanswered:

   *)  If ARIN staff is formally notified of a "Bankruptcy Event" in the life
       of some non-legacy resource registrant organization, then will ARIN
       staff ever actually do anything in response to that?  If so, what?
       And when?  (Waiting ten years before doing anything in response to any
       such "Bankruptcy Event" notification seem a bit excessive to me.)

   *)  If ARIN staff is NOT formally notified of a "Bankruptcy Event" in the
       life of some resource registrant organization, but is informed or
       learns in some other way that a registrant organization has undergone
       a "Bankruptcy Event" (e.g. a corporate dissolution)  then what, if
       anything, will ARIN staff do in response to such a breach of the clear
       contract terms of the RSA?  And when will it do it?

In fairness, I must apologize to John Curran, to the entire ARIN staff, and
to everyone here if my questions relating to this topic of dead companies may
at times have seemed somewhat accusatory in tone.  Upon reflection, I must
now say that any apparent inaction, on the part of ARIN staff, with respect
to such deceased entities, although somewhat frustrating to me personally,
is likely entirely understandable.  It would be entirely unfair to lay any
blame for what would appear to be a lack of action relating to such cases 
at the feet of the ARIN staff.  I mean after all, they are but the servants
of the ARIN community and the ARIN membership, and they cannot fairly be
blamed if the community and the membership have given them absolutely zero
in the way of clear guidance on what, if anything, they should do about
dead resource-holding organizations.

Rather, if there is any blame to be laid for inaction when it comes to dead
resource-holding organizations, then I think that it can only fairly be
assigned to the ARIN community and the ARIN membership.  The community and
the membership should have addressed this issue long ago, and having failed
to do so, the community and the membership should do so now.  Better late
than never.

It is altogether clear to me what must, at the very least be done.  At the
very least, the community and/or the membership should give clear guidance,
immediately, to John Curran and the ARIN staff regarding what they should
do when they become aware, VIA ANY MEANS OR CHANNEL, of the dissolution of
any resource-holding entity that has ever signed an RSA agreement with ARIN.
(I leave it as an exercise for the reader as to what, if anything, ARIN
staff should be instructed to do upon becoming aware of the demise of a
"legacy" organization.  I personally have no wish at this moment to touch
that particular political/legal third rail, nor do I believe that it is at
all necessary to do so now.  Quick forward progress could possibly be made
in relation to at least the non-legacy dead organizations, and that should
not be slowed down or delayed by endless arguments about the mostly separate
issue of what to do about deceased legacy entities.)

This to me is the minimum that should be done now, i.e. give staff clear
guidance on how to deal with dissolved non-legacy entities that they happen
to become aware of.  It is, I think, an altogether separate question as to
whether or not ARIN staff should be explicitly tasked to proactively engage
in seek-and-destroy missions, to ferret out all non-legacy entities that
have dissolved.  That would quite obviously involve giving staff a new,
and finite but non-zero amount of additional work to do, and they may be
disinclined to accept such a new assignment absent a compensating budget
increase.  And it may not even be necessary anyway.  If let loose, I and
other independent researchers might find most or all of the now-dissolved
non-legacy resource-holding entities, and then report those to ARIN staff
for appropriate actioning.  Of course, I personally would be elated if the
community or membership were to decree that ARIN staff should indeed do
this work, to ferret out and then action all deceased resource-holding
entities, but that would be almost too much to hope for.

So, it is clear, to me at least, what must, at a minimum, be done.  The
question remains of what process should be used to achieve it.  Should this
be a "consultation" or should it instead be a formal policy proposal?
I personally have no idea, and thus I solicit the guidance of you all.


Regards,
rfg