## Facts

- i.LAN Systems, Inc. provided network-monitoring services and acted as a reseller of network-monitoring software.
- NetScout Service Level Corp. (formerly NextPoint Networks, Inc.) sold network-monitoring software.
- In 1998, the parties executed a detailed value-added reseller (VAR) agreement governing i.LAN’s resale of NextPoint’s software.
- In 1999, i.LAN submitted a purchase order for approximately $85,231.42 and claimed it purchased an unlimited right to use the software with perpetual upgrades and unlimited support, allowing i.LAN to “rent” the software to customers.
- During installation, the software presented a clickwrap license requiring the user to click “I agree” to proceed; i.LAN accepted the license by clicking assent.
- NetScout contended that the VAR agreement and clickwrap license controlled the transaction and limited any claimed perpetual upgrade/support obligations.
- i.LAN sued under diversity jurisdiction, asserting breach of contract and related claims, and sought specific performance compelling perpetual upgrades and unlimited support.

## Issues

1. Whether the clickwrap license presented during installation formed an enforceable contract binding i.LAN.
2. How to interpret and reconcile the VAR agreement, the 1999 purchase order, and the clickwrap license in defining license scope, upgrades, and support.
3. Whether i.LAN was entitled to specific performance requiring perpetual upgrades and unlimited support.

## Decision

- The court held the clickwrap license was enforceable because i.LAN had notice of the terms, an opportunity to review them, and manifested assent by clicking “I agree.”
- The court determined the governing contractual framework for the 1999 transaction was the VAR agreement together with the clickwrap license, not i.LAN’s purchase order standing alone.
- The court rejected i.LAN’s interpretation that the purchase order created perpetual upgrades and unlimited support for a single lump-sum price.
- The court granted NetScout’s cross-motion for partial summary judgment on the specific performance claim, denying an order compelling perpetual upgrades and unlimited support.

## Legal Principles

- Clickwrap terms are enforceable where the user is presented with the license, has an opportunity to review it, and affirmatively assents (e.g., by clicking “I agree”) to proceed with installation or use.
- A purchase order generally functions within, and does not necessarily displace, preexisting contractual documents governing the parties’ relationship absent clear modification or override.
- Contract interpretation may require integrating multiple writings to determine the legal character of a transaction and the parties’ operative obligations.
- Specific performance is an exceptional remedy and will not be ordered absent a clear contractual entitlement and circumstances showing legal remedies are inadequate.

## Conclusion

The court enforced the clickwrap license and treated it, together with the VAR agreement, as controlling the parties’ rights for the disputed software transaction, thereby foreclosing i.LAN’s request for specific performance requiring perpetual upgrades and unlimited support.


i.Lan Sys., Inc. v. NetScout Serv. Level Corp., 183 F. Supp. 2d 328 (D. Mass. 2002)