Last week, Governor Gavin Newsom signed AB 2426 into law. The bill declares it unlawful for "a seller of a digital good to advertise or offer for sale a digital good to a purchaser with the terms 'buy,' 'purchase,' or any other term which a reasonable person would understand to confer an unrestricted ownership interest in the digital good, or alongside an option for a time-limited rental" unless certain conditions are met. The law defines "digital good" to mean "a digital audiovisual work, digital audio work, digital book, digital code, or digital application or game, whether electronically or digitally delivered or accessed". A "digital good” does not include a cable television service, satellite relay television service, or any other distribution of television, video, or radio service.
Leaving aside the question of whether this new law is good policy, the language employed by the legislature is curious to say the least. AB 2426 quite literally forbids a "seller" from using the word "purchase" in an offer to a "purchaser". The bill does not define "purchaser" or "purchase". However, "er" is the suffix that is applied to the noun "purchase" to mean "one who purchases". Thus, the California Uniform Commercial Code defines "purchaser" as "a person that takes by purchase". Cal. Comm. Code § 1201(b)(30). The Code defines "purchase" to mean "taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property". Cal. Comm. Code § 1201(b)(29).
AB 2426 amends the Business & Professions Code. Thus, the UCC definitions of "purchaser" and "purchase" are not controlling. Nonetheless it is hard to make sense of a statute that forbids the use of the word "purchase" in making an offer to a "purchaser". If a person is in fact a "purchaser", what is the rationale for eschewing the word "purchase"? After all, a purchaser must needs be a someone who purchases. It makes as much sense as forbidding a lessor from using the word "lease" in offering a lease to a lessee.
The statute becomes even more convoluted when one considers that it proscribes the use of the term "purchaser" by a "seller". Again, the statute fails to define "seller". A "sale" consists of passing of title from a "seller" to a "buyer" for a price. Cal. Comm. Code § 2106(1). While purchasers may be lessees, donees, or pledgees, the statutory prohibition is seemingly be limited to persons who pass title for a price. Thus, the prohibition seemingly does not affect persons who do not pass title for a price because they are not "sellers". This quite obviously was not the intent of the author.
Is This The 7th, 8th or 10th Month?
Today at sundown is the beginning of the Jewish new year, or Rosh Hashana. The holiday is observed on the first two days of the seventh month (Tishrei) of the Jewish calendar. However, the English name of the the month is derived from the Latin word octo, meaning eight. Indeed, October was at one time the eighth month of the year under the old Roman calendar, which began in March. It became the 10th month when Numa Pompilius added two new months, Ianuarius and Februarius, to the calendar. Titus, Livius, Ab Urbe Condita, Book 1, Ch. 19 ("ad cursus lunae in duodecim menses discribit annum" (He will apportion the year into twelve months according to the course of the moon)). Therefore, depending upon the calendar, October is the 7th, 8th or 10th month of year.
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