When an individual purchases software over the Internet, often he accepts contract terms by clicking a button. This is referred to as a "click-through" contract. A common debate often arises regarding whether this is a contract for the sale of goods (that the UCC may apply to) or a contract for services. In this exercise, you will be considering choice of law problems that can arise over the Internet, and you will be looking at how the court determines whether a contract is for a good or for a service when technically it could be for either.

1. Answer the following questions about a "click-through" contract:

• Have you ever purchased software on the Internet and clicked the "Accept" button during the purchase? How often do you do this?
• Why might it be important to determine whether the UCC or common law applies in such a situation?
• Research the predominant factor test and the general trend test to understand how this issue is normally handled by courts.
• What do you believe is the best way to resolve the situation and decide whether the UCC or common law applies?
• How does the UCC attempt to deal with contract problems that arise in the Internet Age?
• With the number of transactions occurring in this fashion, describe how you might change the UCC, if you could. What would make it more relevant to Internet merchants and customers?