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The Metamorphosis of Contract into Expand |
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| Article 2B of the Uniform Commercial Code (U.C.C.)
provides model rules to govern transactions in
the digital domain, such as the licensing of
software and electronic contracting. By
addressing fundamental contract issues in the
burgeoning world of digital commerce, it provides
a salutary update to extant provisions of the U.C.C.
dealing with traditional goods sold in
traditional modes of commerce. However, to the
extent that Article 2B aspires to protect
copyright owners from improper uses of
copyrighted works, it solves a non-problem.
Copyright owners already enjoy robust and
adequate protections under the Copyright Act. Far
more troubling than solving this non-problem,
however, is the possibility that Article 2B will
be used to upset copyright law's "delicate
balance" between the rights of copyright
owners and copyright users. This balance is
disrupted when state law is permitted to enlarge
the rights that copyright owners enjoy. Attempts to alter the "delicate balance" through contract should fail under the doctrine of preemption. Article 2B assumes a pose of neutrality on the extent to which copyright law preempts contractual encroachment, yet it facilitates emerging practices designed to alter the balance and place the burden of defending the proper bounds of copyright on copyright users. In this Article, the authors argue that if Article 2B is to be enacted, it must proscribe contracting practices that seek to extend copyright protection beyond its current scope. |
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Copyright
© 1999 by California Law Review, Inc. |
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