Electronic Contracting: Legal Issues


Raymond T. Nimmer


VOL. XIV • Winter 1996 • NO. 2 (table of contents)

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In discussing the legal electronic contracting issues, the author gives an in-depth analysis of current UCC provisions in the context of electronic contracting. The author further gives recommendations to the UCC amendments so that the UCC would be adequate to meet the technological challenges of the future.

The analysis first addresses the subject matter of electronic contracting before turning to the methods of initiating or responding to electronic messages. Then, there is the electronic data interchange which allows parties to exchange data for direct processing by parties information systems. The technology may have made exchange of data more efficient, but the fundamental question in a contractual relationship still rests on offer and acceptance. Thus, with the use of electronic messages, issues involving unauthorized or inaccurate system-generated offer, issues of intent, issues of attribution, issues of timing and revocation, methods of acceptances, issues of system security and statute of frauds are no less complicated than paper-based systems. While the advance of technology brings new challenges to the law in this area, some traditional law is adequate to address the issues. In addition, commercial activities place significant demands on the legal system to adapt to the technological needs.

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