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Chapter 23

Chapter 23. Web Contracts. Contract Law. Offer Acceptance Consideration-bargained for exchange Caveats- Lawful purpose, not violate public policy Terms certain and definite, good faith negotiations. Types of Contract. Bilateral-2 promises Unilateral-irrevocable once performance begun

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Chapter 23

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  1. Chapter 23 Web Contracts

  2. 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 23

  3. 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 23

  4. Affirmative Defenses • Contract not formed • Unenforecable contract • Performance discharged PgP BUSA331 Chapter 23

  5. 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 23

  6. Contract Discharge • Parties Agreement • Operation of Law • Impossibility of Performance • Frustration of Purpose PgP BUSA331 Chapter 23

  7. Remedies • Equitable-rescission, restoration, reformation, declaratory judgment • Legal-damages-expectation, reliance, restitution PgP BUSA331 Chapter 23

  8. Assignment and Delegation • Assignment-Transfer of some or all of contract rights • Delegation-transfer of the duties PgP BUSA331 Chapter 23

  9. Electronic Signatures • Technology and the courts • GA court would not accept faxed signature (1996) • Chirps not a writing PgP BUSA331 Chapter 23

  10. 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 23

  11. 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 23

  12. Emails as a Signed Writing • Series of emails construed as contract by NY court PgP BUSA331 Chapter 23

  13. Shrink-Wrap Agreements • Controversial, because not visible • But ok if notice on outside? PgP BUSA331 Chapter 23

  14. 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 23

  15. Browse-Wrap Agreements • Viewed online, no action required • Example web site terms and conditions • Some courts allow, majority do not PgP BUSA331 Chapter 23

  16. Notification of Changes • Notification of contract change is required • Is posting contract changes on web site adequate notice, without direct contact like email? Ninth circuit says no PgP BUSA331 Chapter 23

  17. ISP Contracts • Usually very broad • Reserve right to change without notice PgP BUSA331 Chapter 23

  18. Web Site Development Agreements • See pages 370-372 • Many clauses listed that should be considered PgP BUSA331 Chapter 23

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