Case Brief Wiki



  1. Are shrinkwrap licences offers and does clicking OK constitute acceptance?


Appeal allowed.


Easterbrook, writing for the court, held that a contract could confer among the parties similar rights to copyright as those rights are not "equivalent to any of the exclusive rights within the general scope of copyright".

The court then held the license valid and enforceable as a contract. The court held that Zeidenberg did accept the offer by clicking through. Easterbrook noted, "He had no choice, because the software splashed the license on the screen and would not let him proceed without indicating acceptance." The court stated that Zeidenberg could have rejected the terms of the contract and returned the software. The court, in addition, noted the ability and "the opportunity to return goods can be important" under the Uniform Commercial Code.


Shrinkwrap licences constitute a reasonable offer and confirming such a licence constitutes acceptance.