L-956: E-Commerce Law Syllabus

Instructor, Arthur Bronson
The Internet is a world-wide web of overlapping regulatory and judicial jurisdictions where companies increasingly need to comply with multiple laws to engage in electronic commerce. This course will focus on e-commerce issues including resolution of the questions critical to negotiating and drafting business arrangements and providing intellectual property protection, all within the framework of a rapidly developing body of federal, state, and international law. The course will be taught from the practitioner point of view and will require the preparation and drafting of relevant e-commerce documents.

Readings 1
The success of e-commerce/technology development projects increases immeasurably by applying the discipline of project management. Project management requires that the three critical resources -- people, time and money -- all be scheduled and allocated in advance; that progress is monitored regularly; and that any slippage in time, cost or quality is recognized early and resolved by the parties immediately. The lawyer advising clients involved in these deals must draft the agreement so good project management principles are contractually required. The First Class focuses on what project management is, why it is essential to project success and what the lawyer must do to make good project management a contractual requirement.

Project Management:

• Uncle Henry’s Inc. v. Plaut Consulting Inc., 240 F.Supp. 2d 63 (D. Maine 2003)
• Norwest Corporation v. Commissioner of Internal Revenue, 110 T.C. 454 (US Tax Ct. 1998) (Sections1 and 2 only)
  

  Request for Proposals

• City of Mercer Island Request for Proposals - E-Government Services
• Borroughs Corp v. New York State Higher Education Services Corp., 458 N.Y.S. 2d 702 (App. Div. 1983)
  

  Letters of Intent

• Adjustrite Systems Inc. v. GAB Business Services, Inc., 145 P 3d. 543 (CA 2 1998).
  

  Trade Secrets Issues

• Hogan Systems, Inc. v Cypersource International, Inc., 158 F. 3rd 319 (5th Cir 1998)
  

  Contract Issues.

• Sha-I Corporation v. City and County of San Francisco, 612 F.2d 1215 (9th Cir. 1980)

Readings 2

A web site development agreement is a legal contract between a developer and client. A good agreement addresses many issues, including the ownership rights, liability and many other topics. This class will focus on the common issues and clauses needed in a web site development agreement.

Website Development

• Geoffrey G. Gussis, Website Development Agreement: A Guide to Planning & Drafting. http://www.gussis.com/wda.pdf
• King & Spaulding, World Wide Web Site Development Agreement (Work for Hire), at http://www.kslaw.com/library/articles.asp?196

  Copyright Issues

• Holtzbrinck Pub. Holdings, L.P. v. Vyne Communications, Inc., 2000 WL 502860, 2000 Copr.L.Dec. P 28,081 (S.D.N.Y.)
• IXL, Inc. v. Adoutlet.com, 2001 WL 315219 (N.D. Ill. 2001)

  Confidentiality Issues

• Avant trade secrets trial to begin, CNET, May 14, 2001, at http://news.cnet.com/news/0-1005-200-5904356.html
• Avant Settles lawsuit

  Patent Issues

• Amazon.com, Inc. v. Barnsandnoble.com.Inc., 73 F.Suppp2d 1228 (W.D.WA 1999)

  
  Contract Issues

• Service Level Agreement in the Data Center, at http://www.sun.com/solutions/blueprints/0402/sla.pdf

  Bankruptcy Issues

• Source Code Escrow Agreement, at http://www.fidex.com/121esc.htm

Readings 3
Up until now, the legal issues have involved two parties, you (the client) and the vendor. Now that your client is on the web, the playing field has changed; that is, it is you vs. the world! The third class will focus on issues that your client will face once it has a presence on the World Wide Web.

Terms of Use. Print copies of these terms of use and bring them to class

• Oracle’s Terms of Use, at http://www.oracle.com/html/index.html?terms.html
• Disney’s, Terms of Use, at http://disney.go.com/corporate/legal/terms.html
  
  Contracting On-Line

• ProCD Inc. v. Zeidenberg, 86 F.3d 1447 (7th Cir. 1996).
• Caspi v. The Microsoft Network, LLC, 732 A.2d 528 (N.J. Super. Ct. App. Div. 1999).
• Specht v. Netscape Communications Corp., 2001 U.S. Dist. LEXIS 9073 (S.D.N.Y July 3, 2001)

  Personal Jurisdiction

• Zippo Manufacturing Co. v. Zippo Dot Com, Inc., 952 F. Supp. 1119 (W.D. Pa. 1997).
• Litigation: Pavlovich v. Superior Court Cyberspace Lawyer -- December 2002
  By Jonathan Eisenberg, at http://www.manatt.com/showarticle.asp?id=675

Limits of Contracting On-Line (Unconscionability)

• In re RealNetworks, Inc., Privacy Litigation, 2000 WL 631341 (N.D. Ill. May 8, 2000).

  
  Linking Issues

• House of Blues v. Streambox. September 13, 2000: Find complaint at http://www.2001law.com/article_385.pdf
• Kelly v. Arriba Soft Corp., at http://www.eff.org/IP/Linking/Kelly_v_Arriba_Soft/20030707_9th_revised_ruling.pdf

  
  Privacy & the Internet

• Eli Lilly Settles FTC Charges Concerning Security Breach, Press Release from the FTC.

  Data Ownership (Bankruptcy Issues Part II)

• FTC v. Toysmart.com, LLC, Complaint at http://www.ftc.gov/os/2000/07/toysmartcomplaint.htm, Settlement at http://www.ftc.gov/os/2000/07/toysmartconsent.htm, and a summary of the final resolution of the case at http://news.com.com/2100-1017-251893.html?legacy=cnet&tag=mn_hd