1. E- CONTRACTS CHAPTER 19

2. Introduction
Most courts find E-Contracts involve basic principles of contract law, applied in the online context.

3. Online Contract Formation
Online Offers should include:
Remedies for Buyer.
Statute of Limitations.
What constitutes Buyer’s acceptance.
Method of Payment.
Seller’s Refund and Return Policies.
Disclaimers of Liability.
How Seller will Use Buyer’s Information (Privacy).

4. Online Contract Formation
Dispute Settlement Provisions.
Choice of Law.
Choice of Forum.(forum clause included in K)
Some courts will not enforce..must be obvious and fair.
E-Bay uses online dispute resolution.
Displaying the Offer (via hyperlink & complete).
How Offer Will Be Accepted.
Amazon.com--Checkout.
“I Accept” Button to Click.

5. Online Acceptances Shrink-Wrap Agreements.
Click-on Agreements.(see example 363)
Shrink-Wrap Agreements.
Contract terms are inside the box.
Party opening box agrees to terms by keeping merchandise.
Enforceable Contract Terms. (UCC 2-204).
Additional Terms.(terms added after agreement)

6. Online Acceptances
Click-On Agreements occur when Buyer “checks out” or clicks on “I Accept” button on Seller’s website or when software is installed.

7. E-Signatures E-Signature Technologies.
Asymmetric Cryptosystem.
Cyber Notary.
State Law Governing E-Signatures.
Uniform Electronic Transactions Act (1999).
Federal Law.
E-SIGN (2000) gives e-signatures and e-documents legal force.

8. Federal Law on e-sig
No contract, record, or signature may be denied legal effect solely because it is in an electronic form.
Exceptions
court papers..some courts will allow.
divorce decree –eviction notices- foreclosures- helath- insurance terminations, prenuptials- wills
Law concerning E-signatures and E-contracts are constantly changing.

9. Partnering Agreements
Sellers and Buyers agree as to protocols to create online agreements.
Useful for electronic inventory (Just In Time) ordering of parts and supplies.

10. The Uniform Electronic Transactions Act
Purpose is to remove barriers to forming electronic commerce.
E-Signature is “electronic sound, symbol or process…associated with a record and… adopted by a person with intent to sign the record.”
UETA applies only to e-records and e-signatures relating to a transaction.

11. UETA Uniform Electronic Transaction Act Enacted by 46 States and DC
Not a Federal Act

12. UETA and E-SIGN E-SIGN explicitly refers to UETA.
Provides that E-SIGN is pre-empted by state passing of UETA.
But state law must conform to minimum E-SIGN procedures.

13. Highlights of UETA
Parties must agree to Conduct Transactions Electronically.
A party can “opt out” of UETA terms.
Attribution—process to ensure person sending an electronic record is in fact the real person.
Electronic Errors.
“ box” Rules.
Dispatched when leaves control of sender.
Received when enters recipient’s processing system.

14. UCITA Applies to computer information.
Software is not a “good” but intellectual property.
Software is licensed, not sold;
License contract gives Buyer (Licensee) only specific rights.
Attribution and Authentication.
Mass Market Licenses.