E-Commerce Law & Drafting (LAW-846-001)
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This unique course presents practical contractual and licensing techniques designed to minimize the legal, technological, and cultural uncertainties facing parties in transactions that involve digitized intellectual property (text, music, images, video, software) and/or digital methods of communication (e-mail, Web sites).
Our detailed examinations of both traditional and recently-developed provisions, and the extensive drafting-issues checklist/“toolkit” that we will develop over the course of the semester, deepen and extend the material encountered in Contracts and Sales courses, and should be of continuing professional and personal relevance to anyone contemplating preparing, revising, or negotiating contracts or licenses of any type.
Emerging business models analyzed during the semester, along with their associated legal documents and their underpinnings in the substantive laws of contracts, licenses, and intellectual property, include:Software and Content Licenses: Traditional, Open Source, and “Freemium” Content Subscription/Paywall; Publication; and Distribution Agreements Social Media (Facebook, Twitter, Pinterest, LiveJournal) Certifications and Trustmarks (TRUSTe) Crowd-Sourced Reviews (Yelp, Angie’s List); and Reputation Management Selling Goods and Services: Marketplaces (Amazon) and Middlemen (eBay, Wallapop, Craigslist) Affiliate Arrangements; and Advertising Placement Crowdfunding (Kickstarter) Sharing Economy Arrangements (Uber, Lyft, Airbnb) Fantasy Sports Leagues (Draft Kings, FanDuel); and Gaming (EverQuest) Internet, Web Hosting, Storage, Cloud Computing, and Web Design Agreements
Readings will include a Nolo Press manual; caselaw; statutory and regulatory provisions; and items from law reviews, newspapers, magazines, and Web sites.
The examination will be an open-book take-home paper of 3,500 to 4,000 words on an assigned topic to be distributed on Tuesday, April 18 (in our final class session)—and due by 5:00 p.m. on Friday, May 5 (four days after the beginning of exam period).
There are no prerequisites for this course.
Learning Goals: Understand the goals, business models, and drafting techniques involved in electronic commerce transactions, and more generally in a range of other contract and licensing transactions.
Learning Outcome: In the final paper, students will be able to analyze and respond critically to a general statement about the above topics.
Textbooks and Other Materials
The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.
(1) Stephen Fishman, Legal Guide to Web & Software Development (Nolo: 5th ed. 2007) *This book and its included CD (with model forms) are out of print, but copies of both will be on reserve in the Pence Law Library.
(2) Any recent statutory supplement containing Uniform Commercial Code Articles 1 and 2—for example, Chomsky et al., Selected Commercial Statutes for Sales and Contracts Courses 2014 edition (West). You might already have such a book from your Contracts and/or Sales course. Statutory supplements and other materials containing copies of Articles 1 and 2 (for example, the Uniform Laws Annotated volumes, at call number F879.A45 U5) will also be on reserve.
(3) The Uniform Computer Information Transactions Act, available at uniformlaws.org/shared/docs/computer_information_transactions/ucita_final_02.pdf
(4) Supplemental materials (to be posted on the course’s Web page during the semester).
First Class Readings
Before our first class session (on Tuesday, January 10), please read Supplement 1, which is available on the course Web page on MyWCL, and consider the issues raised on its second page.