Uniform Computer Information Transactions Act (UCITA)
(Formerly Uniform Commercial Code Article 2B)
UCITA is a proposed amendment to the Uniform Commercial Code that will
govern all contracts for the development, sale, licensing, support and
maintenance of computer software and for many other contracts involving
information.This page links you to our analyses and to a few analyses by
other writers that we think are particularly helpful. For additional analyses,
especially on the vendor side, go to Carol Kunze's site, .
Articles
You probably can't read all of these. We have italicized the ones we think
are the best ones.
(Kaner, July 28, 1999). (prepared for use in final UCITA debate)
(Kaner & Pels, Op-Ed in Network World, spring
1999)
(Kaner
& Pels, broad distribution, July 1999)
Detailed Analyses
DUELING ARTICLES in Software Quality Professional. , , .
(Kaner, forthcoming in Software Quality Professional, 1999)
(Lorin Brennan & Glenn
A. Barber, forthcoming in Software Quality Professional)
, (Kaner, forthcoming in Software
Quality Professional, 1999)
(Kaner, UCC Bulletin,
Jan 1999 & Feb 1999) The results of this meeting strikingly show the
bias of the drafting committee.
(Kaner, memo to Article 2B drafting committee, October
1998) Detailed section-by-section analysis of the problems of 2B in response
to a request from the Chair for detailed, specific proposals.Written from
the perspective of customers and writers.
(Kaner,
Invited / keynote address to Quality Assurance Institute and to American
Society for Quality, May / June 1998). In-depth background and analysis
of quality-related effects of Article 2B.
(Kaner, memo to American Law Institute, October,
1997) Analysis for ALI executive meeting.
(Kaner,
UCC Bulletin February 1997.)
, (Kaner,
UCC Bulletin January 1997.) This article was written for the Article 2B
Drafting Committee at its meeting on September 27-29, 1996. It examines
several fundamental issues in the Draft, using them to show the extent
to which the Draft is biased against customers.
Consumer Issues
(Kaner, NCCUSL Annual Meeting, July 1999). Despite claims to the contrary,
the current wording of UCITA will make it riskier for journalists and customers
to write comparative reviews or criticisms of software products.
(Kaner, memo to Article 2B drafting committee, October
1998) Detailed section-by-section analysis of the problems of 2B in response
to a request from the Chair for detailed, specific proposals.Written from
the perspective of customers and writers.
(Kaner,
ABA Convention, August 1998)
(Kaner, UC Berkeley Conference on the Impact of Article 2B of the UCC on
the Future of Transactions in Information and Electronic Commerce. Spring,
1998.)
(Kaner,
Paglia, memo to American Law Institute, December, 1997). Top 10 list of
issues.
(Kaner, memo to American Law Institute, October,
1997) Analysis for ALI executive meeting.
(Kaner & Pels, memo to Article 2B drafting
committee March, 1997) A thorough collection of statistics on customer
dissatisfaction in the mass market.
(Kaner, Executive Briefing, Software Support
Professionals Assoc, March 1999)
Writers' Issues
(Kaner, NCCUSL Annual Meeting, July 1999). Despite claims to the contrary,
the current wording of UCITA will make it riskier for journalists and customers
to write comparative reviews or criticisms of software products.
(Kaner, National
Writers Union Annual Delegates Assembly, June 19, 1999)
(Kaner, memo to Article 2B drafting committee, October
1998) Detailed section-by-section analysis of the problems of 2B in response
to a request from the Chair for detailed, specific proposals.Written from
the perspective of customers and writers.
Software Developers' Issues
DUELING ARTICLES in Software Quality Professional. , , .
(Kaner, forthcoming in Software Quality Professional, 1999)
(Lorin Brennan & Glenn
A. Barber, forthcoming in Software Quality Professional)
, (Kaner, forthcoming
in Software Quality Professional, 1999)
(Kaner, Uniform Commerical Code
Bulletin, November, 1998.) (Legal audience) Explains the nature of reverse
engineering and why people do it. Article 2B continues (February 1999)
to make it easy for publishers to ban reverse engineering. The court challenge
to such a ban would be expensive, fact specific, and very uncertain of
success. This reflect bad underlying policy, a mistake that will seriously
harm the industry.
(Kaner, Ralph Nader's Microsoft conference,
November, 1997.)Some of the details are out of date, but the main problems
are all still there. This has been a useful introduction / summary for
(especially) software engineers.
(Kaner, Software QA magazine,
April 1996) Overview for software developers.
Large Customer Issues
Analyses by Society for Information Management (main analysis: ,
also
,
and )
Defects, Software Quality
(Kaner, NCCUSL Annual Meeting, July 1999). Despite claims to the contrary,
the current wording of UCITA will make it riskier for journalists and customers
to write comparative reviews or criticisms of software products.
(July, 1999)
Letter to NCCUSL from software-test-discuss (this is the
Net’s largest e-mail discussion forum on software quality control )
(Kaner, NCCUSL Annual Meeting, July 1999). Despite claims to the contrary,
the current wording of UCITA will make it riskier for journalists and customers
to write comparative reviews or criticisms of software products.
(Kaner,
Invited / keynote address to Quality Assurance Institute and to American
Society for Quality, May / June 1998). In-depth background and analysis
of quality-related effects of Article 2B.
(Kaner, Lawrence, Johnson, Software
QA, 1998).
(Kaner, Keynote address to annual meeting of the Software
Division of the American Society for Quality, October 1997). Background
on commercial law, software contract law.
,
(Kaner, prepared for annual NCCUSL meeting, August 1997; Published in Software
QA magazine.) Be cautious about demanding perfection as a legal standard
because it is impossible to tell, at time of release, whether the product
is defect-free.
(Kaner & Pels, memo to Article 2B drafting
committee March, 1997) A thorough collection of statistics on customer
dissatisfaction in the mass market.
(Kaner: Remarks at the 1997 Software Engineering Process
Group Conference, March 1997). This paper accompanied a joint presentation
with Ray Nimmer. It reviews the issues from the perspective of the quality-conscious
software engineer, and looks at the issue of quality-related tradeoffs.
Article 2B provides no disincentives for selling products with serious,
known errors.
(Kaner, April 1999) Digital signatures,
e-mail receipt, other issues.
(Kaner, Lawrence, Johnson,
Software QA, 1998).
(Kaner, Johnson,
analysis for Uniform Electronic Transactions Act committee, January 1998)
Looks at where a message can be lost or corrupted in the flow from sender
to receiver. The underlying question is, at what point do we say, "If it
has reached here, it should be legally considered to have been received
by the person it was sent to?"
(Kaner, e-mail report, September 1997). First look at the problem of user
identify fraud using digital signatures, and the problems in UETA (since
corrected) and UCC Article 2B.
(Kaner, Drafting Committee November 1996)
Self Help (Vendor's ability to unilaterally shut down
a customer, without court review)
(Roberts & Kaner, NCCUSL Annual Meeting, July 1999). The new self-help
(shut-down customer's software without court intervention) section poses
serious security problems and doesn't meet vendors' legitimate needs.
(Roberts &
Kaner, 2B Drafting Committee Meeting, February, 1999.) (Support for a proposal
by the Society for Information Mgmt. )
Drafting Process
(Kaner, Annual Meeting of NCCUSL, July, 1998). Top 10 list of consumer-side
proposals circulated at 1998 NCCUSL meeting.
(Kaner, letter, March 1997).
The claims that critics of UCITA (Article 2B) were misrepresenting the
facts and were unfairly using publicity started in early 1997, with a nasty
series of personal attacks on Todd Paglia (Ralph Nader's lawyer, who has
since left the project). I was not yet being personally attacked this way.
I stepped in, on the phone and in this memo, trying to restore the amicable
style that is most fruitful for negotiation.
General Background
(Kaner,
Invited / keynote addresses to Quality Assurance Institute and to American
Society for Quality, May / June 1998). In-depth background and analysis
of quality-related effects of Article 2B.
Some of the details are out of date, but the main problems are
all still there. This has been a useful introduction / summary for (especially)
software engineers.
(Kaner, Keynote, annual meeting of the Software Division of
the American Society for Quality, October 1997) Background on commercial
law, software contract law.
(Kaner, Pacific Northwest Software Quality Conference, October,
1997.) The unique piece to get out of this paper is the look at
legislative drafting as product development. Drafts of laws are products,
with conflicting requirements, constraints on what can be achieved, and
bugs.
(Kaner, Software QA magazine,
April 1996) Overview for software developers.
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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.
Questions or problems regarding this web site should be directed to Cem
Kaner, , P.O.
Box 1200, Santa Clara, CA 95052.