Richard Raysman is a partner and Elliot Magruder is an
attorney in Holland & Knight's
New York office
The warranty is among the most essential terms of a software
license, as the provision often concerns the functionality and
capability of the software. Many warranties are the subject of
concerted negotiations, but often the parties revert to
boilerplate. A licensor typically seeks to limit what it warrants,
while a licensee seeks to establish that the licensor possesses
good and marketable title in the software and that the software
will function.
These priorities often conflict, and particularly when warranty
provisions are quickly negotiated and formalized in brief and vague
terms. On July 30, 2018, the United States District Court for the
District of Minnesota issued its opinion in Prairie River Home
Care, Inc. v. Procura, LLC, holding that the software
licensee's claims for breach of contract and breach of warranty
could survive a motion to dismiss, while
