Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning Chapter 13 E-Contracts

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 2 Forming Contracts Online B2C-Business to Consumer E-Contracts.B2C-Business to Consumer E-Contracts. B2B-Business to Business E-Contracts.B2B-Business to Business E-Contracts. Online Offers Should Include:Online Offers Should Include: –Conspicuous and Obvious Terms. –Remedies available (including Seller’s Refund). –Statutes of Limitation. –Dispute Settlement Provisions. –Disclaimers of Liability. –How information will be used by Seller.

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 3 Forming Contracts Online Online Acceptances:Online Acceptances: –Shrink-Wrap Agreements-Enforceable Terms. Case 13.1 People v. Network Associates, Inc. (2003).Case 13.1 People v. Network Associates, Inc. (2003). –Shrink Wrap Agreements-Proposals for Additional Terms (not all terms are enforceable).

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 4 Forming Contracts Online Offer (cont’d):Offer (cont’d): –Click-On (Click-Wrap) Agreements. Online version of “shrink-wrap” agreements.Online version of “shrink-wrap” agreements. Acceptance by clicking on an “I Accept” button on the website.Acceptance by clicking on an “I Accept” button on the website. Case 13.2 iLAN Systems v. NetScout Service Level Corp. (2002).Case 13.2 iLAN Systems v. NetScout Service Level Corp. (2002). –“Browse-Wrap” Terms. Case 13.3 Specht v. Netscape Comm. (2001).Case 13.3 Specht v. Netscape Comm. (2001).

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 5 E-Signatures Many contracts require a writing and a signature to be enforceable.Many contracts require a writing and a signature to be enforceable. With E-Contracts, signatures have changed. Signatures can be:With E-Contracts, signatures have changed. Signatures can be: –Digital (with Cybernotary). –Signature Dynamics. –Smart Cards, Personal Identification. –A Mouse Click (attribution problems).

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 6 Laws Governing E- Signatures States: some have e-signature legislation but it is not uniform. Most based on UETA (see below).States: some have e-signature legislation but it is not uniform. Most based on UETA (see below). Federal Law:Federal Law: –E-Signatures (E-SIGN Act). –E-Documents. Parties must agree to use electronic signatures.Parties must agree to use electronic signatures.

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 7 Partnering Agreements Sellers and Buyers who frequently do business agree on the terms and conditions of doing business electronically.Sellers and Buyers who frequently do business agree on the terms and conditions of doing business electronically. –Digital Signatures. –Identification Codes. –Mode of Transmission.

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 8 UETA Similar to federal E-SIGN.Similar to federal E-SIGN. Highlights:Highlights: –Parties must agree to conduct e-transactions. Can be implied by conduct/ .Can be implied by conduct/ . –Attribution are procedures that ensures identity of seller and buyer. –Allows formation of contracts by e-agents. –Notarization via digital signature. –E-Mistakes can make a contract voidable.

Miller Cross 4 th Ed. © 2005 by West Legal Studies in Business / A Division of Thomson Learning 9 UCITA UCC governs the sale of goods (tangible and movable).UCC governs the sale of goods (tangible and movable). UCITA governs the license of information (intangible good).UCITA governs the license of information (intangible good). Scope and Applicability of UCITAScope and Applicability of UCITA –Applies to Computer Information –May apply to all or part of a “sale” –Parties can “opt out”. No longer viable after NCCUSL withdrew support.No longer viable after NCCUSL withdrew support.