Law School Case Brief
I. Lan Sys. v. Netscout Serv. Level Corp. - 183 F. Supp. 2d 328 (D. Mass. 2002)
The Uniform Commercial Code seeks to further a more liberal attitude than some courts have shown in connection with the specific performance of contracts of sale. U.C.C. § 2-716 cmt. 1. Specific performance is no longer limited to goods that are already specific or ascertained at the time of contracting. The test of uniqueness under this section must be made in terms of the total situation that characterizes the contract. Basically courts now determine whether goods are replaceable as a practical matter, for example, whether it would be difficult to obtain similar goods on the open market.
Plaintiff i.LAN Systems, Inc. (i.LAN) helps companies monitor their computer networks. Defendant, NetScout Service Level Corp., formerly known as NextPoint Networks, Inc. (NextPoint), sells sophisticated software that monitors networks. In 1998, i.LAN and NextPoint signed a detailed Value Added Reseller (VAR) agreement whereby i.LAN agreed to resell NextPoint's software to customers. A dispute arose between the parties relative to the purchase order, and i.LAN filed a complaint that alleged, among other issues, breach of contract and violation of Mass. Gen. Laws ch. 93A, and asserted that it was entitled to specific performance, requesting perpetual upgrades of defendant's software and unlimited support. NextPoint argued that even if i.LAN's allegations were true, the clickwrap license agreement limited NextPoint's liability to the price paid for the software. NextPoint filed a motion for partial summary judgment.
Was the clickwrap agreement enforceable under the laws of the Uniform Commercial Code?
The federal district court granted partial summary judgment to defendant NextPoint, holding that the clickwrap agreement was enforceable under the laws of the Uniform Commercial Code; since i.LAN explicitly accepted the clickwrap license agreement when it clicked the box stating "I agree," i.LAN implicitly accepted the clickwrap agreement because its additional terms were not material.
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