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E- CONTRACTING. MIDTERM(2). Definition. E- Contract - a contract that is entered into in cyberspace and is evidenced only by electronic impulses (such as those that make up a computer's memory), rather than, for example, a typewritten form.
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E- CONTRACTING MIDTERM(2)
Definition • E- Contract- a contract that is entered into in cyberspace and is evidencedonly by electronic impulses (such as those that make up a computer's memory), rather than, for example, a typewritten form. • Contract law forms the basis for most commercial activity and for business in general. • E –commerce is a growing part of this commercial activity, with business –to- business (B2B) transactions estimated to soon exceed to a trillion dollars annually.
Principles of Contract Law • The law governing the contracts. • Aspects of contract law vary from state to state. • Contract law based on the common law. • UCC (Uniform Commercial Code) which governs sales contract (contracts for the sale of goods), occasionally departs from common law contract rules. • Sales Contract- a contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price.
Principles of Contract Law • Contract Formation: • Acontract is" a promise or set of promises for the breach of which the law gives remedy of the performance of which the law in some way recognizes as a duty". • A promise is an assurance that one will or will not do something in the future. • Simply, a contract is any agreement ( based on a promise or an exchange of promises) that can be enforced in court.
TERMS • Contract- An agreement that can be enforced in court; formed by two or more parties, each of whom agrees to perform or to refrain from performing some act now or in the future. • Promise- a declaration that something either will or will not happen inthe future. • Agreement- A meeting of two or more minds in regards to the terms of contract; usually broken down into two events and offer by one party to form a contract, and an acceptance of the offer by the person to whom the offer is made. • Offer– A promise or commitment to perform or refrain from performing some specified act in the future. • Offeror- A person who makes an offer. • Offeree- A person to whom as offer is made. • Acceptance- an offer results in a legally binding contract.
THREE Elements are necessary for an offer to be effective • The offeror (the party making the offer) must have a seriousintention to become bound by the offer. • The terms of the offer must be reasonably certain, or definite, so that the parties and the court can ascertain the terms of contract.(Note that in contracts for a sale of goods, the UCC relaxes therequirement of definiteness somewhat by stating that a contract can still arise even if certain terms, such as price and deliveryterms are left "open", or unspecified.) • The offer must be communicated by the offeror to the offeree (the party to whom the offer is made), resulting in the offeree'sknowledge of the offer.
Acceptance Rules • Mailbox rule- a rule providing that an acceptance of an offer becomeseffective on dispatch (on being placed in a mailbox), if mail is, expressly or impliedly, an authorized means of communicationof acceptance the offeror. • Click-on Agreement- This occurs when a buyer, completing atransaction on a computer, is required to indicate his or herassent to be bound by the terns of an offer by clicking on a button that says, for example, "I agree” sometimes referred to as click-on license or a click-wrap agreement.
Acceptance Rules • Consideration- • Another requirement for a valid contract is consideration. • Defined as the value (such as money) given in return for a promise (such as the promise to sell a stamp collection onreceipt of payment). No promise is enforceable without consideration. • Consideration is broken down into two parts: • Something of legal value must be given in exchange for the promise. • There must be a bargained for exchange. • The something of legal value may consist of a return promise that is bargained for. It may also consists of performance, which may be an act, a forbearance (refraining from action), or the creation, modification, or destruction of a legal relation.
Promissory Estoppels • A doctrine that applies when a promisor makes a clear and definite promise on which the promiseejustifiablyrelies; such a promise is binding if justice will be better served by the enforcement of the promise. • The following elements required: • There must be a clear and definite promise. • The promise must justifiably rely on the promise. • The reliance normally must be of a substantial and definite character. • Justice will be better served by enforcement of the promise. • If these requirements are met, a promise may be enforced even though it is not supported by consideration. • In essence, the promisor will be estopped (prevented) from asserting the lack of consideration as a defense. • For example, suppose that your uncle tells you, "I II pays you $150 a week so you won’t have to work anymore. In reliance on your uncle's promise, you quit your job, but your uncle refuses to pay you. Under the doctrine of promissory estoppel, you may be able to enforce such a promise?
Legality • a contract to do something that is prohibited by federal or state statutory law is illegal and such, void from the outset and thus unenforceable. • For example, all states require that members of certain professions or occupations- including physicians, lawyers, real estate brokers, architects, electricians , and stockbrokers-obtainlicenses allowing them to practice.
Defenses to contract Enforceability • A contract has been entered into by two parties with full legal capacity and for a legal purpose. • The contract is supported by consideration. • The contract thus meets the four requirements for a valid contract. • The contract may be unenforceable if the parties have not genuinely assented to its terms or if the contract is not in the proper form- such as in writing, if the law require it to be in writing.
Genuineness of assent • Knowing and voluntary assent to terms of a contract, if a contract is formed as a result of a mistake, misrepresentation, undue influence, or duress, genuineness of assent is lacking, and the contract will be voidable. • Fraudulent Misrepresentation • When an innocent party is fraudulently induced to enter into a contract, the contract usually can be avoided because that party has not voluntarily consented to its terms. Normally, the innocent party can either rescind the contract and be restored to his or her original position or enforce the contract and seek damages for any injuries resulting from the fraud.
