EULA and the UCC

EULA and the UCC

Posted Nov 18, 2005 1:02 UTC (Fri) by giraffedata (subscriber, #1954)
In reply to: EULA and the UCC by ncm
Parent article: Sony's rootkit: an update

I'm no lawyer. ... Furthermore, in the U.S. Federal 2nd Circuit (NY, VT, CT), shrink-wrap EULAs were actually determined to be binding, although the decision was widely criticized and is said to be unlikely to be influential elsewhere.

Doesn't that kind of negate your whole first paragraph ("the EULA is not a legally binding contract")? On the left hand, we have someone who is not a lawyer, and some nebulous crowd of people criticizing a court decision. On the right hand, we have a federal appeals court judge in an actual court decision. Seems to me the left hand is all but empty.

I know the case in question quite well, and I haven't heard that people think it won't be influential anywhere else. The decision is solidly reasoned and there aren't conflicting decisions in other circuits. I'm sure there were the usual statements that a 2nd Circuit decision isn't binding anywhere else, but such decisions are nonetheless usually highly influential.

The judge, incidentally, not only describes why shrink wrap agreements are legally enforceable (giving precedents for well-accepted contracts that aren't complete until some time after money changes hands), but also that it would be bad policy if they weren't -- forcing people to waste packaging space on fine print nobody reads anyway.

I've also read the UCC, though not so recently that I remember every paragraph, and I sure don't remember anything about not being able to add restrictions on the buyer after the buyer has paid. There are plenty of contracts where paying money comes before negotiation is complete. If you have a section number, I'd be interested.

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