Chapter 21 Web Contracts

Basic Principles of Contract Law Offer Acceptance Consideration-bargained for exchange Caveats- Lawful purpose, not violate public policy Terms certain and definite, good faith negotiations PgP BUSA331 Chapter 212

Types of Contract Bilateral-2 promises Unilateral-irrevocable once performance begun Implied-in-fact-accepted by certain acts Promissory estoppel-rely on promise-Yahoo reneged on promise Ambiguities construed against contract drafter PgP BUSA331 Chapter 213

Affirmative Defenses Contract not formed Unenforecable contract Performance discharged PgP BUSA331 Chapter 214

Public Policy Affirmative Defenses Duress Undue Influence Fraud Capacity Illegality Unconscionability Statute of Frauds Written contract for certain interests Must be signed PgP BUSA331 Chapter 215

Contract Discharge Parties Agreement Operation of Law Impossibility of Performance Frustration of Purpose PgP BUSA331 Chapter 216

Remedies Equitable-rescission, restoration, reformation, declaratory judgment Legal-damages-expectation, reliance, restitution PgP BUSA331 Chapter 217

Assignment and Delegation Assignment-Transfer of some or all of contract rights Delegation-transfer of the duties PgP BUSA331 Chapter 218

Electronic Signatures Technology and the courts GA court would not accept faxed signature (1996) Chirps not a writing PgP BUSA331 Chapter 219

Uniform Electronic Transactions Act Adopted by 46 states, with variations Signature may not be denied legal effect solely because it is in electronic form PgP BUSA331 Chapter 2110

E-SIGN Act Electronic Signatures in Global and National Commerce Act-2000 Federal law that allows UETA to preempt Does not apply to wills, family law…foreclosure, eviction Can be a click of the ‘I Accept’ button PgP BUSA331 Chapter 2111

s as a Signed Writing Series of s construed as contract by NY court PgP BUSA331 Chapter 2112

Shrink-Wrap Agreements Controversial, because not visible But ok if notice on outside? PgP BUSA331 Chapter 2113

Click-wrap Agreements Usually enforceable because agreement is visible AOL got in trouble for having button part way through 91 page agreement PgP BUSA331 Chapter 2114

Browse-Wrap Agreements Viewed online, no action required Example web site terms and conditions Some courts allow, majority do not PgP BUSA331 Chapter 2115

ISP Contracts Usually very broad Reserve right to change without notice PgP BUSA331 Chapter 2116

Notification of Changes Notification of contract change is required Is posting contract changes on web site adequate notice, without direct contact like ? Ninth circuit says no PgP BUSA331 Chapter 2117

Unilateral Contracts Blockbuster shared members’ rental history with Facebook under Beacon program Terms of Use usually contain a clause granting the service provider a unilateral right of modification Federal Court in Texas, 2009, ruled Blockbuster click-wrap provisions were illusory and unenforceable Implications could be profound PgP BUSA331 Chapter 2118

Web Site Development Agreements See pages Many clauses listed that should be considered PgP BUSA331 Chapter 2119