Advent Systems Ltd. v. Unisys Corp.

925 F.2d 670 (1991)



The Uniform Commercial Code applies to transactions in goods. Goods are defined as all things including specially manufactured goods which are moveable at the time of the identification for sale.


Plaintiff software manufacturer appealed a decision granting defendant computer manufacturer a judgment notwithstanding the verdict over the jury's award of damages to plaintiff for defendant's tortious interference with contractual relations. Defendant appealed the jury verdict awarding damages to plaintiff for defendant's breach of contract. The court determined defendant's interference with plaintiff's prospective contractual relations was privileged where defendant was trying to prevent its subsidiary from working against defendant's interests.


Was computer software a good within the meaning of the Uniform Commercial Code (UCC)?




That a computer program may be copyrightable as intellectual property does not alter the fact that once in the form of a floppy disc or other medium, the program is tangible, moveable and available in the marketplace. The court held that the contract between plaintiff and defendant was governed by the Uniform Commercial Code because computer software was a "good" and contract's main object was transfer of goods. The court determined the absence of a "quantity" term was not fatal to the contract under the statute of frauds but that the contract could fail for indefiniteness if no reasonable basis for determining whether a breach had occurred, or proving damages, existed. The judgment for defendant on the tortious interference issue was affirmed, and the judgment for plaintiff in the breach of contract claim was reversed, and the case was remanded.

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