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
Most courts find E-Contracts involve basic principles of contract law, applied in the online context.
© 2004 West Legal Studies in Business
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
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).
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
Dispute Settlement Provisions.

Choice of Law.

Choice of Forum.

E-Bay uses online dispute resolution.

Displaying the Offer (via hyperlink).

How Offer Will Be Accepted.

Amazon.com--Checkout.
 “I Accept” Button to Click.
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
Click-on Agreements.

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.

Case 18.1: Klocek v. Gateway Inc. (2000).
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
Click-On Agreements occur when Buyer “checks out” or clicks on “I Accept” button on Seller’s website or when software is installed.

Case 18.2: i.LAN Systems Inc. v. NetScout
Service Level Corp.
(2002).

Browse-Wrap Terms.

Case 18.3: Specht v. Netscape
Communications (2002).
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
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.
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
Sellers and Buyers agree as to protocols to create online agreements.

Useful for electronic inventory (Just In Time) ordering of parts and supplies.
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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.
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
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.
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
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.
 “E-Mailbox” Rules.

Dispatched when leaves control of sender.
 Received when enters recipient’s processing system.
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
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.
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
University of Pennsylvania Law School of UCC
Article 2.

Baker and McKenzie on E-SIGN.

National Conference of Commissioners on
Uniform State Laws.

Legal Research Exercises on the Web.
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