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