1 CS 5339 Web-Based Systems Contract Law

2 General Contracting Principles Mixture of common law and code law Uniform Commercial Code (model law) Many parts are left to each state’s common law

3 Contract Form Binding agreement enforceable in court Must a contract be written and signed by all parties? Why are written contracts better? Proof Terms Precision Clarity

4 Requirements Legal ability to enter contract Don’t violate laws or ethical principles Mutual assent (offer and acceptance)

5 Form of offer Offeror, offeree Offeree: accept, reject, counteroffer Offer expiration What communications constitute an offer? Carlill v. Carbolic Smoke Ball Company (1892) Leonard v. Pepsico, Inc. (1999)

6 Form of acceptance “You have 24 hours to accept or reject this offer. If you do not respond, it is implied that you accept the offer.”? No legal obligation to respond to an offer. Mailbox rule Can be modified by offerer Applies to acceptance, not offer

7 Performance Fulfillment of promises Breach of contract Remedies Money damage Specific performance Contract rescission Contract reformation

8 Repudiation Deny contract existence or refusal to perform Options Agree to cancel contract Wait and see Sue for breach of contract Signature repudiation

9 Contracting online Basically the same contract law Challenges: Contracting parties may not know each other May not be able to negociate contract Contracting through exchange of multiple s Legal updates: Uniform Electronic Transactions Act (UETA) Electronic Signatures in Global and National Commerce (E-SIGN)

10 Children Children’s Online Privacy Protection Act (COPPA) Require parental consent before collecting personal information

11 Forms of online contracts Texting Social Networking site Enforcement: Authenticity Non-Repudiation Digital signature Digitized signature Electronic signature