Can I buy only the brand and customer list of a business, without its operations?

A buyer can purchase the intangible assets of a business and leave the premises, staff and equipment behind. Whether that works depends on how each asset is handled. A brand is property that can be assigned. A customer list is personal information, and Canadian privacy law treats a deal whose main purpose is to buy that information differently from the sale of a business as a whole.

Moving the brand

Trademark rights can be sold or transferred through an assignment, and the Canadian Intellectual Property Office accepts documents for registering transfers of ownership. A registration is not permanent, though. The office lists loss of distinctiveness, abandonment and non-use among the reasons a registration can be expunged, so a brand bought and then left idle puts its own registration at risk. The trademark transfer answer covers the mechanics.

Why the customer list is different

The federal privacy statute, PIPEDA, lets organizations that are parties to a completed business transaction use and disclose personal information without each person’s consent in defined circumstances. Those include an agreement that limits use to the original purposes and requires safeguards, a need for the information to carry on the business or activity that was the object of the transaction, and notice to the individuals afterwards. The Act then adds an exception: those provisions do not apply to a transaction whose primary purpose or result is the purchase, sale or other acquisition of personal information.

What that means for a list-only deal

A deal built mainly to acquire a customer list sits much nearer that exception than the sale of a going business does, so a buyer cannot assume the business-transaction rules cover it. Whether a given deal falls inside or outside them is a question for a privacy lawyer. The governing statute can also differ by province, because PIPEDA lets the federal government exempt organizations in a province whose legislation is substantially similar.