The metamorphosis of contract into expand

Article 2B of the Uniform Commercial Code (U.C.C.) provides model rules to govern transactions in the digital domain, such as the licensing of softwar e and electronic contracting. By addressing fundamental contract issues in the burgeoning world of digital commerce, it provides a salutary update to extant provisions of the U.C.C, dealing with traditional goods sold in trad itional modes of commerce. However, to the extent that Article 2B aspires t o protect copyright owners from improper uses of copyrighted works, it solv es a non-problem. Copyright owners already enjoy robust and adequate protec tions under the Copyright Act. Far more troubling than solving this non-pro blem, however, is the possibility that Article 2B will be used to upset cop yright law's "delicate balance" between the rights of copyright owners and copyright users. This balance is disrupted when state law is permitted to e nlarge the rights that copyright owners enjoy. Attempts to alter the "delicate balance" through contract should fail under the doctrine of preemption. Article 2B assumes a pose of neutrality on the extent to which copyright Law preempts contractual encroachment, yet it fa cilitates emerging practices designed to alter the balance and place the bu rden of defending the proper bounds of copyright on copyright users. In thi s Article, the authors argue that if Article 2B is to be enacted, it must p roscribe contracting practices that seek to extend copyright protection bey ond its current scope.