Vault v. Quaid

Citation: Vault Corp. v. Quaid Software Ltd., 655 F. Supp. 750 (E.D. La. 1987), aff'd, 847 F.2d 255 (5th Cir. 1988)

In this case, the district court stated without explanation that the shrinkwrap license at issue was "a contract of adhesion which could only be enforceable" if the provisions of a Louisiana statute (which made such license agreements enforceable) was valid and not preempted by federal copyright law. 17 U.S.C. § 301. The district court concluded that the Louisiana statute was invalid, since it sought to make enforceable various provisions of standard shrinkwrap licenses that were contrary to federal copyright law, and therefore were preempted.

On appeal, the Fifth Circuit Court of Appeals affirmed the district court's ruling on the ground that the Louisiana law prohibited decompilation or disassembly of the licensed software, which could prevent the owner of a copy of the software from exercising the right granted to it under Section 117 of the Copyright Act -- to make an "adaptation of the program as an essential step in the utilization of the computer program." 847 F.2d at 270. The appellate court did not expressly address the district court's position that shrinkwrap licenses were unenforceable contract of adhesion.