ENFORCEABILITY OF
ELECTRONIC CONTRACTS
GasEDI
Natural Resources Committee
Calgary Chamber of Commerce
October 19, 1999
OUTLINE
GasEDI
GasEDI.
Issue: Uncertainty.
Objective: Legislation.
 Proposed Uniform Electronic Commerce Act (UECA).
Current situation.
GasEDI’s Proposed Strategy.
Further Information.
Questions.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
2
GasEDI
GasEDI
Sponsored by CAPP, SEPAC, CGA, CEPA.
Mission:
 Promote the development and implementation of
North American business and electronic information
standards to improve the competitive position of
natural gas.
We believe all participants in the gas industry - including end
use consumers - are best served by a vibrant, efficient,
industry - from well head to burner tip.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
3
GasEDI’S ENFORCEABILITY OF ELECTRONIC
CONTRACTS WORKING GROUP
GasEDI
Mission:
 Develop standards for enforceable electronic
contracting for use by the Canadian gas industry.
These standards are to be compatible with GISB ((US) Gas
Industry Standards Board) standards, and/or lead to requests
for modifications to GISB standards.
Review legislation and monitor legislative proposals to assure
the requirements of the Canadian gas industry are satisfied.
Monitor establishment of Certification Authorities.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
4
ISSUE: UNCERTAINTY
GasEDI
There is sufficient uncertainty regarding the
enforceability of an electronic contract that
commerce in Alberta may be significantly
adversely affected.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
5
OBJECTIVE: LEGISLATION
GasEDI
The Alberta Advantage can be further enhanced
by creating a legal environment in which
electronic commerce can be carried out with
ease and certainty.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
6
PROPOSED UNIFORM ELECTRONIC
COMMERCE ACT (UECA)
GasEDI
The Uniform Law Conference of Canada
(ULCC) has adopted a Uniform Electronic
Commerce Act and has recommended it for
enactment in all provincial legislations /
jurisdictions.
 Purpose: Reduce legal risk for doing e-business
across the country by eliminating uncertainty about
the law that applies and by making the law suit the
needs of modern commerce.
 Application: Beyond the scope of commerce to almost
any legal relationship that may require documentation.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
7
SALE OF GOODS ACT
GasEDI
“A contract of sale need not be concluded in or
evidenced by writing and is not subject to any
other requirement as to form. It may be proved
by any means, including witnesses.”
 United Nations Convention on Contracts for the
International Sale of Goods.
 This Convention has been adopted by Canada’s
federal government and several provinces, including
Alberta.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
8
STATUTE OF FRAUDS
GasEDI
The Statute requires a “note or memorandum” of
the contract “signed by the party to be charged”
or the party’s authorized agent.
 The memorandum must contain all the essential terms
of the contract, including the identity of the parties.
 There is a strong argument that the note or
memorandum need not necessarily be on paper, but
the information must be accessible so as to be
useable for subsequent reference.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
9
EVIDENCE ACT
GasEDI
Information should not be denied legal effect or
enforceability solely by reason that it is in
electronic form.
 A digitally signed document should be given equal
weight to a manually signed document as evidence.
 If both a hardcopy and electronic version of a
document are executed both should be kept.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
10
INTERPRETATION ACT
GasEDI
A legal contract should be interpreted to be in
writing provided the information is accessible so
as to be useable for subsequent reference.
 The law has endeavoured to take cognizance of, and
to be receptive to, technological advances in the
means of communication:
Teletype.
Fax.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
11
CANADA BILL C-54
GasEDI
Restricted (mostly) to communications with the
Canada’s federal government.
 Will only apply to to situations specified in a schedule
(opt in statute).
This bill also covers privacy issues.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
12
CANADIAN DEPARTMENT OF JUSTICE
GasEDI
Section 35 of the Interpretation Act defines
writing as follows: “writing”, or any term of like
import, includes words printed, typewritten,
painted, engraved, lithographed, photographed
or represented or reproduced by any mode of
representing or reproducing words in visible
form.
 For most electronic documents, this definition will be
sufficient because they will be in “visible form”, either
by representation on a computer screen or as a printout.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
13
ELECTRONIC COMMERCE TRADING
PARTNER AGREEMENT
GasEDI
Prior to passage of appropriate legislation,
electronic transactions will likely be enforceable
provided they are preceded by a paper-based
Electronic Commerce Trading Partner
Agreement.
 An Electronic Commerce Trading Partner Agreement
should address the issues of enforceability,
authenticity and integrity of the electronic transaction.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
14
ALBERTA ENERGY AND UTILITIES
BOARD (AEUB)
GasEDI
Electronic filing is being adopted.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
15
NATIONAL ENERGY BOARD (NEB)
GasEDI
The NEB Act does reference documents being
in writing and having a signature.
 Nevertheless the NEB is moving to mandatory
electronic filings for the fall of 2000 and is working on
changing systems from paper to electronic to support
this.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
16
ONTARIO ENERGY BOARD (OEB)
GasEDI
The OEB is cooperating with the NEB in
developing electronic filing standards.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
17
GasEDI’S PROPOSED STRATEGY
GasEDI
Position to be endorsed by CAPP, put on CAPP
letterhead, and forwarded by CAPP to the
appropriate government personnel.
Other organizations would support the CAPP /
GasEDI position by forwarding a copy of the
CAPP / GasEDI position to the appropriate
government personnel.
 To emphasize consistency, such other organizations
would, preferably, not transcribe the CAPP / GasEDI
position statement onto their own letterheads.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
18
DISCLAIMER
GasEDI
Information is published by GasEDI as a service
- such information should not be considered a
comprehensive treatment of any subject.
 Comments published by GasEDI reflect the views of
individual authors and are not intended to provide
legal advice.
 Readers should not act or rely on information provided
by GasEDI without seeking specific legal advice.
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
19
FURTHER INFORMATION
GasEDI
Contact:
 Ian Anderson
Project Manager
GasEDI
Tel:
403-243-1079
Fax:
403-243-0546
Cell:
403-860-5941
Web:
http://www.gasedi.ca
Email:
ian@isanderson.com
1999/10/19
Calgary Chamber of Commerce - Electronic Commerce
20
ENFORCEABILITY OF
ELECTRONIC CONTRACTS
GasEDI
Ian Anderson
I. S. Anderson & Associates Limited
Business Reengineering  Electronic Commerce  EDI
100 - 1039 - 17 Avenue SW, Calgary, Alberta, Canada T2T 0B2
Tel: 403-243-1079 Fax: 403-243-0546 http://www.isanderson.com
Cell: 403-860-5941 Email: ian@isanderson.com