fundamentals of business law summarized cases, 8 th ed., and excerpted cases, 2 nd ed. roger leroy...

Fundamentals of Business Fundamentals of Business LawLaw

Summarized Cases, 8th Ed., and Excerpted Cases, 2nd Ed.

ROGER LeROY MILLER

Institute for University Studies

Arlington, Texas

GAYLORD A. JENTZ

Herbert D. Kelleher Emeritus Professor in Business Law

University of Texas at Austin

Copyright © 2010 South-Western Legal Studies in Business, a part of South-Western Cengage Learning.

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Learning ObjectivesLearning Objectives

• What are some important clauses to include when making offers to form e-contracts?

• How do shrink wrap and click-on agreements differ from other contracts? How have traditional laws been applied to these agreements?

• What is an electronic signature? Are electronic signatures valid?

• What is a partnering agreement? What purpose does it serve?

• What is the UETA? What are some of the major provisions of this act?


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Forming Contracts OnlineForming Contracts Online

• 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).– CASE 13.1 Feldman v. Google, Inc. (Pennsylvania,

2007).

• How Offer Will Be Accepted.– Amazon.com--Checkout.– “I Accept” Button to Click.

Forming Contracts OnlineForming Contracts Online


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Online AcceptancesOnline Acceptances

• Click-on Agreements.– CASE 13.2 Mortgage Plus, Inc. v. DocMagic, Inc.

(Kansas, 2004).

• 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.


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Online AcceptancesOnline Acceptances

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

• Browse-Wrap Terms.– CASE 13.3 Specht v. Netscape

Communications Company (2002).


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E-SignaturesE-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.


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Partnering AgreementsPartnering Agreements

• 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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UETAUETA

• 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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UETA and Federal E-SIGNUETA and Federal 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.


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Highlights of UETAHighlights 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.• Timing: “E-Mailbox” Rules.

– Dispatched when leaves control of sender.– Received when enters recipient’s processing

system.

fundamentals of business law summarized cases, 8 th ed., and excerpted cases, 2 nd ed. roger leroy...

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