Contracting Out of Article 2 Using a 'License' Label: A Strategy that Should Not Work for Software Products
University of Arizona - James E. Rogers College of Law
Loyola of Los Angeles Law Review, Vol. 40, p. 261, 2007
Arizona Legal Studies Discussion Paper No. 07-12
Using a functional approach to commercial law classification of contracts in software products, this article takes the position that because Article 2 of the Uniform Commercial Code works for these transactions, it should apply. This is the usual approach in the courts, increasingly even for customized software developed for a particular customer. Attempting to contract out of Article 2 using a license label thus is an ineffective legal strategy. Article 2 serves well for the issues it addresses, such as contract formation, quality warranties, and damage remedies. Further law reform will eventually be desirable for the issues at the intersection of commercial and intellectual property law, particularly default use and transfer rights and the limits of contractual (and technological) restrictions on these rights.
Number of Pages in PDF File: 20
Keywords: software, license, UCC Article 2, legal classification, sales
JEL Classification: K12, K2Accepted Paper Series
Date posted: March 27, 2007
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