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Register.com, Inc. v. Verio, Inc., 356 F.3d 393 (2d Cir. 2004)

Case Name: Register.com, Inc. v. Verio, Inc.
Plaintiff/Appellee: Register.com
Defendant/Appellant: Verio, Inc.
Citation: 356 F.3d 393 (2d Cir. 2004)

Issue: Whether the defendant had assented and was bound by the terms of the plaintiff’s website when it was daily accessing the website through a software robot.

Key Facts: The defendant created an automated software program to submit queries for WHOIS information from various registrars, including the plaintiff. The defendant then used the information to conduct solicitations by email, telemarketing, and direct mail. The plaintiff demanded the defendant to stop because some of its clients were getting upset and then changed its restrictive legend to state that it prohibited use of the WHOIS information for mass solicitation “via direct mail, electronic mail, or by telephone.

The ICANN Agreement requires the registrar to permit use of its WHOIS data “for any lawful purposes except to: …support the transmission of mass unsolicited, commercial advertising or solicitations via email (spam).

Register asserted that Verio was:
(a) causing confusion among customers, who were led to believe Verio was affiliated with Register
(b) accessing Register’s computers without authorization, a violation of the Computer Fraud and Abuse Act; and
(c) trespassing on Register’s chattels in a manner likely to harm Register’s computer systems by the use of Verio’s automated robot software programs

Holding:  Verio had assented and was contractually bound by the terms of use of Register’s web site because Verio had used the site many times and was well aware of Register’s restrictions on use.

Where a benefit is offered, subject to stated conditions, and where the offeree takes the benefit with knowledge of the conditions, then the offeree is deemed to have accepted the conditions.

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Ray v. William G. Eurice & Bros, Inc., 93 A. 2d 272 (1952)

Case Name: Ray v. William G. Eurice & Bros, Inc.
Plaintiff: Calvin T. Ray and Katherine S. J. Ray
Defendant: William G. Eurice & Bros, Inc.
Citation: Maryland Court of Appeals; 201 Md. 115, 93 A. 2d 272 (1952)

 

Key Facts: Ray selected William G. Eurice & Bros, Inc. as the builder of a new home on a vacant lot owned by the plaintiff. Multiple meetings occurred between the plaintiff and the defendant in which they reviewed and edited the plans to build the home. A contract was submitted by the defendant to the plaintiff; however, the plaintiff did not accept this contract and had his attorney create a new contract. This new contract was submitted to the defendant and was signed by the defendant in the presence of the plaintiff. Copies of the new contract were also signed by the defendant at the bank which was providing the loan to the plaintiff for the home. Once construction was to begin on the home, the defendant claimed to have never seen the plaintiff’s contract and would not proceed in building the house with the specifications in the current contract.

Procedural History: The plaintiff brought an action against the defendant, in the Circuit Court for Baltimore County, for a complete breach of a written contract to build a house. The Circuit Court ruled in favor of the defendant and the plaintiffs appealed.

Issue: Whether a breach of contract exists if one party did not intend to agree to the contract yet signed the contract and had ample opportunity and ability to understand the contract.

Holding: The Maryland Court of Appeals found that the defendant did breach the written contract.

Reasoning: The Court believed that Eurice had the capacity to understand the written contract because of his experience in building homes. Ray was not a home builder but had extreme attention to detail due to his background as an aeronautical engineer. Therefore, there was no type of fraud or duress or unfair bargaining power. Furthermore, no mutual mistake can be proven for although Eurice may not have intended to agree to the specifications, his signature (on multiple copies of the same contract) shows that he had ample opportunity to read and understand what he was agreeing to.

Judgment: The court awarded the plaintiff the cost in excess of the contract price that would be incurred by the owner in have the home built; the sum o f$5,993.40.

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Quake Construction, Inc. v. American Airlines, Inc., 141 Ill. 2d 281 (1990)

Case Name: Quake Construction, Inc. v. American Airlines, Inc.
Plaintiff: Quake Construction, Inc.
Defendant: American Airlines, Inc. and Jones Brothers Construction Corporation
Citation: 141 Ill.2d 281 (1990)


Issue: Whether the letter of intent from the defendant is an enforceable contract.

Key Facts: The defendant received an invitation to bid on a project and submitted a bid to the defendant. The defendant notified the plaintiff that it had been awarded the contract for the project and asked for the license numbers of the subcontractors it intended to use. The plaintiff told the defendant that he could not use the license numbers until he received a signed subcontract agreement. The defendant informed Quake that he would shortly receive a written contract but to induce Quake to enter into agreements with its subcontractors, Jones sent Quake a letter of intent. At a preconstruction meeting, Jones told Quake, the subcontractors, and government officials that Quake was the GC for the project. Immediately following the meeting, American Airlines informed Quake that their involvement was terminated.

 Procedural History: The trial court granted the defendant’s motion to dismiss but the Court of Appeals reversed the decision.

Holding: The letter of intent may be regarded as a contract in its own right: a contract to engage in negotiations. The letter of intent was ambiguous to the parties’ intent to be bound.

Judgment: The court remanded it back to the trial court to review more evidence, in addition to the LOI, on the parties’ intent.

Rule: The fact that parties contemplate that a formal agreement will eventually be executed does not necessarily render prior agreements mere negotiations, where it is clear that the ultimate contract will be substantially based upon the same terms as the previous document. (Common Law)