Chapter 5: E-Commerce and Online Contracts

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 5.1 5.2 Describe the basic requirements for a valid contract, including mutual assent and consideration. 5.3 Explain fundamental principles of contract law, including capacity, legal purpose, and the statute of frauds.

5.4 Compare and contrast clickwrap agreements and browsewrap agreements 5.5 Explain the enforceability of e-contracts. 5.6 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.

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.

Sources of Contract Law for Electronic Contracts 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

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

Basic Requirements for a Contract 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

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

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

Statute of Frauds (SOF) 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

Statute of Frauds and E-mail 5.3 Statute of Frauds and E-mail 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

5.4 Compare and contrast clickwrap agreements and browsewrap agreements.

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

Browsewrap Agreements 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

EULAs and Terms of Use Agreements 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

5.5 Explain the enforceability of e- contracts.

Enforceability of Electronic Contracts 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.

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

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

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 5.2 Describe the basic requirements for a valid contract, including mutual assent and consideration. 5.3 Explain fundamental principles of contract law, including capacity, legal purpose, and the statute of frauds.

5.4 Compare and contrast clickwrap agreements and browsewrap agreements 5.5 Explain the enforceability of e-contracts. 5.6 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.