The agreement required NYT to pay C2B a fee or commission for each home delivery subscription C2B submitted to NYT. Explain whether this contract is covered by the UCC.
Click2Boost, Inc. (C2B), entered into an Internet marketing agreement with the New York Times Company (NYT). Under the agreement, C2B was to solicit subscribers for home delivery of The New York Times newspaper by means of pop-up ads on websites with which C2B maintained “[m]arketing [a]lliances.” According to C2B’s description of the Internet marketing system it used in connection with the agreement, a person who clicked on the pop-up ad was invited to submit his or her zip code; if the zip code was suitable for home delivery of The New York Times, the person was prompted to provide additional information needed for a subscription; upon submission of this information, the C2B system displayed a confirmation of the subscription. The agreement required NYT to pay C2B a fee or commission for each home delivery subscription C2B submitted to NYT. Explain whether this contract is covered by the UCC.
The Uniform Commercial Code only covers the contracts that consist of any goods as defined. The definition of goods is given as any object thatis portable and can be seen and touched.
The compensation for Company C is done based on each and every submission that takes place online and it is not based on the quantity of goods sold by Company N. So, the contract is not covered under the Uniform Commercial Code.
The given contract is a contract based on services and not on goods and that is whyit is not covered under the Uniform Commercial Code. The contract is to put up pop ads, which are going toland the clickers on the subscription page.
The essence of the contract is providing internet services for Company N by Company C. The payment is decided on the services rendered and not on the number of goods sold for Company N. So, there is no sale of goods in this contract.