Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is provided for information purposes, and not meant to be legal advice.

Generally, in order for a contract to become binding, both parties must assent to be bound. Courts require assent to be manifested by words or conduct in order to be effective. A contract for sale of goods may be made in any manner sufficient to show agreement, including by conduct that recognizes the existence of a contract. Cal. Com. Code § 2204.

A click wrap license presents the user with a message on his computer screen, requiring the user to manifest assent to the terms by clicking on an icon. The product cannot be obtained or used unless the icon is clicked. The few courts that have considered click wrap contracts have held them to be valid and enforceable. See In re: RealNetworks, Inc. Privacy Litigation, No. 00C1366, 2000 WL 631341 (N.D. Ill. May 8, 2000), Hotmail Corp. v. Van$ Money Pie, Inc., No. C 98-20064, 1998 WL 388389 (N.D. Cal. April 16, 1998).