A Post Step-saver Sys. Case Upholds The Ruling That A Shrink-wrap Agreement Can Be Held Unenforceable Under The Uniform Commercial Code

Shrink-wrap contracts are becoming more common with the selling of computer software by mail and telephone orders. This decision of Arizona Retail Sys, Inc. v. The Software Link, Inc., 831 F. Supp. 759 (D. Ariz. 1993) held that a shrink-wrap agreement was enforceable under the Uniform Commercial Code (UCC). This case involved the same party as the Step-Saver Sys. v. Wyse Tech. and The Software Link . Here, the court determined that the sales contract between the producer and the purchaser had already been reached at the time that the payment was made and the user did not learn of the producer’s license terms. The shrinkwrap terms could not change the terms of the already existing sale of goods contract, because the purchaser had not expressly assented to these additional terms, because they were material to the contract.

The following questions have been addressed in this article:

What are the conditions that a court will examine to determine if a shrinkwrap agreement is enforceable?
What is the purpose of shrink-wrap agreements?


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