Also see CPT's more recent UCITA page.

Welcome to Consumer Project on Technology's
Protest Page on:

Uniform Commercial Code
Article 2B

Index for CPT's Article 2B Protest Page

Article 2B -- The Information Law for the Information Age

Proposed Article 2B of the Uniform Commercial Code is an effort to set forth rules for the sale and lease of software, databases, and information. In the digital age, this Article will be of particular importance. Ray Nimmer, the Reporter of UCC Article 2B, has stated that this undertaking "could be one of the most important law reform projects [of] this generation." It has been estimated that if Article 2B is passed in all 50 states or even most of them, it will be the controlling law for transactions constituting 30% or more of the US economy. Clearly, the law to control information in the Information Society is of paramount importance.

CPT's Staff Attorney, Todd J. Paglia, became involved in the drafting process of UCC 2B as an Official Observer in November of 1996. We were concerned that the draft law was terribly unbalanced toward industry interests and that consumers -- purchasers for home and family use, small businesses, etc. -- were underrepresented. Our fears were confirmed by both the content of the draft and the industry dominated atmosphere of the drafting meeting. CPT has been working since that time to influence the substance of the draft to provide some basic protections for consumers.

Background on the UCC

The National Conference of Commissioners on Uniform State Laws and the American Law Institute jointly support drafting uniform state laws organized into Articles under the Uniform Commercial Code. These Articles address various subjects including the sale of goods and services (Article 2), secured transactions (Article 9), and negotiable instuments (Article 3), to name a few. Drafting an article take several years and after it is voted on and approved by NCCUSL and ALI, it is offered in all 50 states for passage by the state legislatures. Not all Articles are passed by every state, but many gain significant support.

The goal of these efforts is to promote uniformity in our state laws so the participants in a transaction in Tallulah, Louisiana are provided similar rights and responsibilities as participants to an identical transaction in Seattle, Washington. However, this need to facilitate commerce with a uniform act must be accomplished without trampling the rights of consumers. UCC 2B is a long way from reaching this goal.

Status of the Draft

The draft has come under criticism for being unbalanced toward the interests of the software and information industries and against the purchasers of these products or services. Recent drafts contain a few provisions that attempt to counteract this impression of unfairness, but these modifications have been largely on fringe issues. On the issues of real importance, the draft has not gone far enough in protecting consumers.

Through its financial and political power, as well as its usually implicit and sometimes explicit threat to oppose Article 2B unless it gets a sweetheart deal, the software industry has been able to exert disproportionate influence in molding the draft in accordance with its agenda. This is bad for consumers, and in the long run, it may have a negative impact on the domestic software industry.

Analysis of Article 2B

CPT's Comments and Other Information

Back to Top

Other Commentors

Additional Perspectives on Shrinkwrap Licenses and Other Customer Issues

Better Business Bureau Report -- Computers Worse Than Used Cars!

In the Better Business Bureau Report on 1995 complaint data, computer sales/services hit the top ten for the first time ever. Complaints over computer problems even outnumbered complaints relating to notorious used car sales. That the high-tech sector has outdone the used car salesman in generating consumer complaints raises important questions about Article 2B. With consumer complaints on computer issues rising so sharply (from #20 in the last BBB report to #8), is additional consumer protection appropriate in Article 2B or do software companies have access to the U.S. market with almost no responsibility? Should the law allow software publishers to insulate themselves from almost all damages (other than a refund) for putting defective software on the market? Shouldn't software publishers at the very least have some additional responsibility beyond a refund if they knowingly put defective products on the market that cause serious damage to some consumers? If you have opinions on these or other issues see the Consumer Action section below.

Back to Top

Press on Article 2B

Back to Top

Consumer Action

Consumers are not treated fairly by Article 2B. And in this discussion we use consumers to mean individuals, small businesses, and non-profit organizations, because all these groups purchase software, support the industry, but have been short changed in the current draft. Taking on the significant expense of attending the drafting meetings is difficult to justify for a single person or small business -- unlike the software and other industries that are able to send trade association representatives as well as their own corporate lawyers -- and for that reason other avenues of protest must be used.

CPT recommends that you write directly to your state representatives.

We encourage you to write to your state representatives, but keep in mind that many of them are somewhat removed from this process. Consider the opportunity to write them as your best chance of persuading them to improve the draft law. The members of NCCUSL will be voting on this draft at the end of July and we hope you will be critical of the law, but courteous to the NCCUSL members and anyone else involved in this process. This is an extremely complex undertaking and the more sound input you provide, the better. A well reasoned letter to your representative may have a strong impact on how they vote. Write to your state NCCUSL representatives.

We also recommend that you write directly to the Reporter of Aricle 2B, Ray Nimmer, to express your concerns. The Reporter is the primary person responsible for drafting Article 2B. Please copy Todd Paglia ( on your emails and letters. The Reporter has heard from relatively few consumer/purchasers of software and information and your input will be helpful.

These are the best opportunities to affect the draft and your letters and email will be conveying a side of the issue that has been neglected.

Back to Top

Example Consumer Letters of Protest

The following are letters written by concerned consumers regarding the impact of Article 2B. These emails provide a perspective that is underrepresented in the drafting process and point out important aspects of the draft law that favor software publishers over consumers. All letters are provided here as examples of consumers taking the initiative to comment. We encourage you to do the same and get involved with the process. Your current understanding of the law may be wrong, the UCC may provide you with more or less protection than you think, but the best way to find out is to get involved. Note that CPT selects the the consumer comments here based upon the interesting issues they raise or perspective they provide and CPT does not edit them for style or content.


Return to CPT's Main Page

Comments or Corrections to Todd Paglia <>.

This page has been accessed times since October 14, 1998