Contract classification and the implications of change: software, computers and the law of implied terms.

The article advocates that the recent scale and extent of complex IT system failures could be effectively minimised if a policy of determining the legal classification of software were to be adopted with immediate effect. To substantiate this position, the author explores the sources of implied terms, followed by the options for contract classification and their application to software, offering a cumulative contribution towards the classification debate and presenting a detailed consideration of the two principal positions: software as goods and software as services. The article recommends adoption of one of the existing property classifications, in the interests of promoting transparency and contractual certainty; and through the perspective of the law relating to implied terms it is the classification of services which is identified as more feasible and suitable for immediate implementation