Contracts Mid term , Kabir Kumar BBA LLB Sec-b

Q1)In the case brought against Matthew by TechSoft , for using DataMaster without
authorization significant arguments arise about the shrink wrap license agreements validity
and Matthews awareness of its terms. In Matthews defense we will address these issues by
emphasizing the nature of the agreement, lack of notification and possibly relying on the first
sale doctrine. We will also highlight considerations outlined in the Indian Contract Act.
When we examine the arguments and claims that could be made by the opposing party, which
in this case is techSoft it becomes evident that techSoft would argue that Matthew
intentionally ignored the terms of the shrink wrap license agreement found in the DataMaster
package. By sharing the database and selling it at a price, than what TechSoft charges
commercially Matthew engaged in unauthorized commercial use of the software. TechSoft
could argue that even though the agreement was included inside the package it represents a
contract that Matthew implicitly agreed to when he purchased and opened the software.
While defending Matthew I would use the following points
1. Unconscionable Terms: The shrink wrap license terms were forced upon Matthew
without any chance to negotiate or review them. This lack of negotiating power makes the
agreement unconscionable . As a consumer Matthew had no choice but to agree to the
terms if he wanted to use the software making such agreements seem harsh and
inequitable, under contract law principles.
2. Lack of Notice: The shrink wrap license agreement came along with DataMaster
package received by Matthew after buying the software. There wasn't any notification
provided to Matthew about the terms of agreement before he completed his purchase.In
contract law it's crucial for individuals to understand the terms they are agreeing to. If
Matthew was not properly informed he cannot be held responsible, for breaking terms
that he didn't know about when making the purchase.
3. The first sale doctrine: Matthew might rely on the first sale doctrine , which permits the
buyer of a copyrighted material to resell or share it without needing approval, from the
copyright holder. This principle could back Matthews ability to share the software post
his purchase.
The case law of ProCD, Inc. v. Zeidenberg 86 F.3d 1447 can be used to support
Matthew's position in this scenario. In the ProCD case, the court ruled that shrink-wrap
license agreements are enforceable as long as they are displayed clearly and the terms are
provided before the purchase is finalized. In Matthew's case, the shrink-wrap license
agreement specifying the restrictions on commercial use was only discovered after he
received the software. Matthew argued that this post-purchase revelation of the terms
renders the agreement unenforceable, similar to a "post-sale" agreement. This aligns with
the reasoning in ProCD, where the court emphasized the importance of clear display of
terms prior to purchase. Matthew can argue that since he was not provided with the terms
of the license agreement before completing the purchase, he did not have the opportunity
to review or negotiate them..
In conclusion, Matthew's defense against TechSoft's claims of unauthorized commercial
use of DataMaster relies on several key arguments. I would highlight the unconscionable
nature of the shrink-wrap license terms, the lack of notice regarding these terms, and
potentially invoke the first sale doctrine to support his position. Additionally, the
precedent set by the case law of ProCD, Inc. v. Zeidenberg reinforces Matthew's
argument that the post-purchase revelation of the license terms renders them
unenforceable. By emphasizing these points, I aim to refute TechSoft's allegations and
defend Matthew’s actions regarding the use of DataMaster.

Q2) The quote "A peppercorn does not cease to be good consideration if it is established
that the promisee does not like pepper and will throw away the corn" summarizes a
important principle underlying the doctrine of consideration in contract law. This
principle highlights that the adequacy or subjective value of the consideration exchanged
in a contract is mostly irrelevant. Instead, what matters is whether there is some form of
mutual agreement on exchange between the parties.
In simple terms consideration denotes something of value which is given by both parties
in a contract as an incentive for agreeing to the terms. It serves as an element, for
establishing an binding contract showcasing mutual agreement and forming the basis of
their contractual duties.
This quote’s significance lies in its portrayal of how courts do not delve into evaluating
the adequacy or subjective value of exchanged considerations. Even if the consideration
seems insignificant or lacks value like the symbolic peppercorn it can still be considered
adequate to uphold the contract. This principle ensures that legal rulings respect
individuals freedom to engage in contracts without investigating their judgment or
decisions.
When we look at the quote it shows that in contracts it doesn't really matter if one party
believes that what they're giving to the party is valuable even if the other party isn't
happy, with it. What truly counts is whether both sides are gaining something and are
content with what's being offered as consideration.
The quote also discusses the objective test used by courts to determine consideration. For
instance-- "consideration if it is established that the promisee does not like pepper and
will throw away the corn." The objective test signifies a method used by courts where
they concentrate on the visible aspects of the exchange rather than on the subjective
opinions or personal beliefs of those involved.
The quote emphasizes the concept of reciprocity in contracts, where both parties need to
give and receive something. It stresses that consideration acts as the payment for a
promise bought highlighting mutual promises exchange, as fundamental in forming a
contract. Furthermore the quote acts as a reminder of the principles that form the base of
contract law. It highlights the importance of acknowledging details aiming to uphold
fairness and discourage parties from using minor differences to avoid fulfilling their
contractual duties. This interpretation guarantees that contracts are enforced according to
the intentions and agreements of those involved rather than focusing on technicalities
In conclusion this quote demonstrates an aspect of contract law; the importance of
consideration. It stresses that what matters is the mutual exchange of value, between
parties rather than the subjective value of consideration. This principle protects the
freedom to make agreements by ensuring that courts don't judge contracts based on how
fair the consideration seems. Instead they focus on whether both sides offered something
showing agreement and forming the basis for contractual obligations. The quote
highlights the significance of reciprocity in contracts and how promises exchanged are
vital for creating a contract.

References

 Rai, D. (2020, March 10). Legal Validity of Click wrap and Shrink wrap agreements
- iPleaders. iPleaders. <https://blog.ipleaders.in/legal-validity-of-click-wrap-and-
shrink-wrap-agreements/>

 ProCD Inc. v. Zeidenberg (Bitlaw). (n.d.).

https://www.bitlaw.com/source/cases/copyright/procd.html

 L. (2022, October 24). Click-Wrap , Shrink-Wrap And Browse-Wrap Contracts: A

Critical Study. LawBhoomi. <https://lawbhoomi.com/click-wrap-shrink-wrap-
and-browse-wrap-contracts-a-critical-study/>