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); and, in a special focus new to the course, digital mechanisms of payment (cryptocurrency, such as Bitcoin) and of transactional documentation (blockchain) and implementation (blockchain-enabled “smart contracts”).
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, will deepen and extend the material covered 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.
Instead of a final examination, each student will give a presentation to the class on her “work-in-progress” version of—and submit a final version of, by 5:00 p.m. on Tuesday, May 1 (the second day of exam period)—a 9,000-word research paper, on a relevant topic of her choice (subject to instructor approval), that satisfies WCL’s Upper Level Writing Requirement. (Students who have otherwise satisfied, or are otherwise satisfying, that requirement may still take this course.)
We will also discuss in detail how to use the process of writing and publishing papers (as well as blog posts and op-ed articles) for professional networking, portfolio-building, and career enhancement.
Among the topics that will be addressed (and suggested for possible papers) are the emerging business models of, and the legal terms and provisions associated with:
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
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
Blockchain and Cryptocurrency (see blockchainforlawstudents.com)
There are no prerequisites for this course.
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.
Prepare, and present an early version of, an analysis of a topic in this area
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 (West). You might already have such a book from your Contracts and/or Sales course. Statutory supplements will also be on reserve in the Pence Law Library.
(3) The Uniform Computer Information Transactions Act, available at uniformlaws.org/shared/docs/computer_information_transactions/ucita_final_02.pdf
(4) Primavera De Filippi & Aaron Wright, Blockchain and the Law (2018); and
(5) Supplemental materials (to be posted on the course’s Web page during the semester).
First Class Readings
Not available at this time.