Pro CD V. Zeidenberg - Holding

Holding

The court first held that copyright law did not preempt contract law. Under the 1991 Supreme Court case Feist Publications v. Rural Telephone Service, the court held that a telephone directory was not protectable through copyright. In this case, the court assumes that a database of a telephone directory was equally not protectable. However, the court held that a contract could confer among the parties similar rights since 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 relied primarily on the Uniform Commercial Code (UCC) sections 2-204 (describing a valid contract) and 2-206 (describing acceptance of a contract). There was little doubt that ProCD, in fact, offered use of the software as described by UCC section 22606. The court examined more closely the question of acceptance.

The court held that Zeidenberg did accept the offer by clicking through. The court noted that 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.