Incorporation by Reference of Website-Posted Materials into Commercial Contracts

Today I came upon an interesting case from Illinois where the court allowed online-posted materials to be incorporated by reference into a commercial contract. In reaching its conclusion, the court relied on the long-standing rule that a document is incorporated by reference if the contract describes the document and expresses the parties' intent to be bound by such document's terms. However, the court also placed significant reliance on the fact that the contract provided a detailed description of the online placement of the incorporated document, i.e. a simple reference to a website would not be sufficient for the incorporation. Rather, the parties need to provide a specific link that will route the browser directly to the incorporated text.

The case is International Star Registry of Illinois v. Omnipotent Marketing, 2006 U.S. Dist. Lexis 68420 (N.D. Ill. 2006).