chapter 21 web contracts. basic principles of contract law offer acceptance consideration-bargained...

Chapter 21Web Contracts

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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 21

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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


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Affirmative Defenses

• Contract not formed• Unenforecable contract• Performance discharged


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


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Contract Discharge

• Parties Agreement• Operation of Law• Impossibility of Performance• Frustration of Purpose


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Remedies

• Equitable-rescission, restoration, reformation, declaratory judgment• Legal-damages-expectation, reliance, restitution


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Assignment and Delegation• Assignment-Transfer of some or all of contract

rights• Delegation-transfer of the duties


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Electronic Signatures

• Technology and the courts• GA court would not accept faxed signature (1996)• Chirps not a writing


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Uniform Electronic Transactions Act• Adopted by 46 states, with variations• Signature may not be denied legal effect solely

because it is in electronic form


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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


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Emails as a Signed Writing

• Series of emails construed as contract by NY court


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Shrink-Wrap Agreements

• Controversial, because not visible• But ok if notice on outside?


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Click-wrap Agreements

• Usually enforceable because agreement is visible• AOL got in trouble for having button part way

through 91 page agreement


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Browse-Wrap Agreements

• Viewed online, no action required• Example web site terms and conditions• Some courts allow, majority do not


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ISP Contracts

• Usually very broad• Reserve right to change without notice


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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 21 18

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

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Web Site Development Agreements• See pages 459-460• Many clauses listed that should be considered


chapter 21 web contracts. basic principles of contract law offer acceptance consideration-bargained...

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