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Chapter 5: E-Commerce and Online Contracts

Chapter 5: E-Commerce and Online Contracts. 5.1. 5.2. 5.3. Explain the sources of contract law relating to e-contracts, including the Uniform Electronic Transactions Act (UETA), E-SIGN Act, and the Principles of the Law of Software Contracts.

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Chapter 5: E-Commerce and Online Contracts

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  1. Chapter 5: E-Commerce and Online Contracts

  2. 5.1 • 5.2 • 5.3 • Explain the sources of contract law relating to e-contracts, including the Uniform Electronic Transactions Act (UETA), E-SIGN Act, and the Principles of the Law of Software Contracts • Describe the basic requirements for a valid contract, including mutual assent and consideration. • Explain fundamental principles of contract law, including capacity, legal purpose, and the statute of frauds.

  3. 5.4 • 5.5 • 5.6 • Compare and contrast clickwrap agreements and browsewrap agreements • Explain the enforceability of e-contracts. • Explain and identify primarily whether visitor to website had actual or constructive knowledge for a site’s terms and conditions prior to using the site.

  4. 5.1 • Explain the sources of contract law relating to e-contracts, including the Uniform Electronic Transactions Act (UETA), E-SIGN Act, and the Principles of the Law of Software Contracts.

  5. 5.1 • Sources of Contract Law for Electronic Contracts • Common law • Restatement (Second) of Contracts • Uniform Commercial Code (UCC) • Uniform Electronic Transactions Act (UETA) • E-Sign Act • Principles of the Law of Software Contracts

  6. 5.2 • Describe the basic requirements for a valid contract, including mutual assent and consideration.

  7. 5.2 • Basic Requirements for a Contract • Mutual assent (“meeting of the minds”) • Offer/acceptance • Consideration: something of legal value given in exchange for a promise

  8. 5.3 • Explain fundamental principles of contract law, including capacity, legal purpose, and the statute of frauds.

  9. 5.3 • Fundamental Principles of Contracts • Capacity (age 18 and over) • Legal purpose

  10. 5.3 • Statute of Frauds (SOF) • Certain contracts must be in writing and signed by “party to be charged?” • Types of contracts subject to SOF: real estate, contracts that is not to be performed within one year

  11. E-mail generally insufficient to for writing requirement for contracts under statute of frauds • Leist v. Tugendhaft, 64 A.D.3d 687 (2009): Court held that e-mail exchange to buy house failed to satisfy the writing requirement since the “party to be charged” did not authorize the transaction • 5.3 • Statute of Frauds and E-mail

  12. 5.4 • Compare and contrast clickwrap agreements and browsewrap agreements.

  13. 5.4 • Clickwrap Agreements • Electronic version of shrink-wrap license • Computer user agrees by pointing the cursor to a particular location on screen and clicking “I Agree” • Common with software downloaded from the Internet or for software installed on a CD-ROM

  14. 5.4 • Browsewrap Agreements • Browsewrap agreement: website terms and conditions of use are posted on the website typically as a hyperlink at the bottom of the screen • Agreement allows user to view terms of agreement, but does not require the user to take any affirmative action • Users do not need to “click” to accept website terms

  15. 5.4 • EULAs and Terms of Use Agreements • End User License Agreement (EULA) or Terms of Use Agreement • Alternative names for clickwrap or browsewrap agreements • May be considered counteroffers or proposals for additional terms

  16. 5.5 • Explain the enforceability of e-contracts.

  17. 5.5 • Enforceability of Electronic Contracts • Forrest v. Verizon Communications: “[a] contract is no less a contract simply because it is entered into via a computer.” • Courts consider primarily whether visitor to website had actual or construction knowledge of a site’s terms and conditions prior to using the site. • Online contract my be considered counteroffers or proposals for additional terms.

  18. 5.6 • Explain and identify the common clauses contained in an End User License Agreement. (EULA).

  19. 5.6 • Common Clauses in EULAs • Warranties • Limitation of liability • Arbitration • Indemnity • Severability • Merger • Choice of law/forum selection

  20. 5.1 • 5.2 • 5.3 • Explain the sources of contract law relating to e-contracts, including the Uniform Electronic Transactions Act (UETA), E-SIGN Act, and the Principles of the Law of Software Contracts • Describe the basic requirements for a valid contract, including mutual assent and consideration. • Explain fundamental principles of contract law, including capacity, legal purpose, and the statute of frauds.

  21. 5.4 • 5.5 • 5.6 • Compare and contrast clickwrap agreements and browsewrap agreements • Explain the enforceability of e-contracts. • Explain and identify primarily whether visitor to website had actual or constructive knowledge for a site’s terms and conditions prior to using the site.

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