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.
Saturday, 22 June 2013
E-Signatures
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.
Online Acceptances
Online
Acceptances
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).
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).
Online Contract Formation
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).
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.
E-Contracts
E-Contracts
Introduction
Most courts find E-Contracts involve
basic principles of contract law, applied in the online context.
Contract Provisions Limiting Remedies
Contract
Provisions Limiting Remedies
Exculpatory clauses.
§ Provisions stating
that no damages can be recovered.
Limitation of liability clauses.
§ Provisions that affect
the availability of certain remedies.
Waiver of Breach
Waiver
of Breach
A pattern of conduct that waives a
number of successive breaches will operate as a continued waiver.
Nonbreaching party can still recover
damages, but contract is not terminated.
Nonbreaching party should give notice
to the breaching party that full performance will be required in the future.
Election of Remedies
Election
of Remedies
Doctrine created to prevent double
recovery.
Nonbreaching party must choose which
remedy to pursue.
UCC rejects election of remedies.
§ Cumulative in nature
and include all the available remedies for breach of contract.
Recovery Based on Quasi Contract
Recovery
Based on Quasi Contract
Equitable theory imposed by courts to
obtain justice and prevent unjust enrichment.
Party seeking quantum meruit
must show the following:
§ A benefit was
conferred to the other party.
§ Party conferring did
so with the reasonable expectation of
being paid.
§ The benefit was not
volunteered.
§ Retaining benefit
without paying for it would result in unjust enrichment of the party receiving
the benefit.
Reformation
Reformation
Equitable remedy allowing a contract
to be reformed, or rewritten to reflect the parties true intentions.
Available when an agreement is
imperfectly expressed in writing.
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