Bad Software: A Consumer Protection Guide.

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Uniform Computer Information Transactions Act (UCITA)

UCITA main document. See also recent amendments to UCITA. See also NCCUSL's comments on UCITA.

UCITA is a proposed law that will govern all contracts for the development, sale, licensing, support and maintenance of computer software and for many other contracts involving information. It also extends easily (vendor's choice) to sales of computers and computer peripherals and probably extends to many types of embedded software, such as the fuel injectors in your car.

UCITA was initially proposed as an amendment to the Uniform Commercial Code, which is co-authored by NCCUSL (the National Conference of Commissioners on Uniform State Laws) and the ALI (American Law Institute). That project (UCC Article 2B) ended when ALI walked out, after repeatedly calling for fundamental revisions over a three year period (objecting primarily that UCITA's approach takes away key customer rights, limits competition, and conflicts with federal policies on innovation and fair use of copyrighted materials.) NCCUSL renamed the bill, adopted it in July 1999, primarily with the support of software and information publishers. UCITA recently passed in Virginia and Maryland. It will be under consideration in many additional state legislatures this year.

This page links you to our analyses and to a few analyses by other writers that we think are particularly helpful. For the vendors' / proponents side, see Carol Kunze's sites. www.ucitaonline.com for current news and www.2bguide.com for archival materials, including some of the customer-side documents. The primary opposition organization to UCITA is now the 4CITE coalition. Additional information is available at the National Consumer Law Center page (there's no direct link to the page, go to www.nclc.org, then to Special Initiatives, then to UCITA.). James Huggins' site, and the IEEE-USA site are also pretty useful.

Articles

You probably can't read all of these. We have italicized the ones we think are the best ones.

Gentle Introductions

Detailed Analyses

Consumer Issues

Writers' Issues

Software Developers' Issues

Large Customer Issues

Defects, Software Quality

Electronic Commerce and Digital Signatures

Self Help (Vendor's ability to unilaterally shut down a customer, without court review)

Drafting Process

General Background

Other Organizations that Oppose UCITA

Background on UCITA (Kaner & Pels, July 1999)

The Uniform Computer Information Transactions Act (UCITA) is a long, complex law that will govern all contracts for the development, sale, licensing, maintenance, and support of computer software, plus most contracts for information (such as books) in digital form. Vendors of other products that contain software, such as computers, can also bring their products within the scope of UCITA, rather than Article 2 of the Uniform Commercial Code, a law that is much friendlier to consumers and small businesses.

In various forms, UCITA has been under development for about 12 years. For the last four years, it was called Article 2B and was drafted as a proposed amendment to the Uniform Commercial Code.

The strength of UCITA is that it creates a uniform law governing a wide range of transactions. It unifies the laws across the states and it resolves some differences in legal treatment of computer-related services and sales/licensing of packaged software.

The problem with UCITA is that the drafting has been dominated by lobbyists for software publishers. The drafting committee is independent of these companies and is trying in good faith to write a decent bill. But committee members (and its chair) have repeatedly expressed the belief that the bill cannot pass without the support of The Industry, and The Industry (trade association’s lobbyists) has repeatedly threatened to withdraw its support if this or that position was not written into (or kept in) the draft law.

Don’t get us wrong about this. We’ve worked in the software industry (usually as managers) for most of our adult lives. We appreciate NCCUSL's enthusiasm for protecting America's fastest growing industry. But when a legislative drafting committee lets itself be too heavily influenced by a single industry’s lawyers, the result is a law that is just too imbalanced. Over the past four years, we (and many others) repeatedly proposed compromises or alternatives that we believed were win-win solutions. The results were negligible. Look at our detailed analyses of September 1996 (part 1, part 2), October 1997, December 1997, August 1998, October 1998 and November, 1998. The same issues came up year after year, with no genuine progress, year after year.

There are many analyses in the articles, and we encourage you to read them. But to give you a taste, here are just a few examples of the rules under UCITA:

Backers of UCITA insist that it leaves consumers and small businesses with our existing rights, and gives us new ones. But it doesn't. That's why every consumer advocate we know (including Consumers Union and Ralph Nader's Consumer Project on Technology) has called for termination of the UCITA project. A July 9, 1999 analysis by the Federal Trade Commission points out that UCITA allows software companies to place "restrictions on a consumer’s right to sue for a product defect, to use the product, or even to publicly discuss or criticize the product." The analysis concludes, "we question whether it is appropriate to depart from these consumer protection and competition policy principles in a state commercial law statute."

Please write a letter to your governor and state legislators. Your input will be noticed.

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The articles at this web site are not legal advice. They do not establish a lawyer/client relationship between me and you. I took care to ensure that they were well researched at the time that I wrote them, but the law changes quickly. By the time you read this material, it may be out of date. Also, the laws of the different States are not the same. These discussions might not apply to your circumstances. Please do not take legal action on the basis of what you read here without consulting your own attorney.
Please direct questions or problems regarding this web site to Cem Kaner, Professor, Department of Computer Sciences, Florida Institute of Technology, 150 West University Blvd., Melbourne, FL 32901-6975.
Last modified:  September 16, 2000. Copyright © 1997-2000, Cem Kaner. All rights reserved.