CH. 11
A record does not have legal effect under the UETA unless someone signs it.
False.
An acceptance that materially changes a term in the offer will still be considered an acceptance.
False.
An agreement is evidenced by a single event: an acceptance.
False.
An e-record is considered received under the UETA only if a person is aware of its receipt.
False.
An invitation to negotiate—"can you afford this?"—is an offer.
False.
An offeror's subjective intent determines the effectiveness of an offer.
False.
Parties cannot opt out of the UETA.
False.
State e-signature laws are uniform.
False.
The E-SIGN Act preempts the uniform version of the Uniform Electronic Transactions Act (UETA).
False.
The UETA creates new rules for electronic transactions.
False.
The UETA does not apply to a transaction unless the parties "opt in."
False.
The UETA provides that a document cannot be notarized electronically.
False.
The UETA requires the use of security procedures to verify changes to e-documents.
False.
The Uniform Electronic Transactions Act (UETA) is a federal law.
False.
There are no revocable offers.
False.
Under federal law, an e-document is as valid as a paper document, without exceptions.
False.
Under the Electronic Signatures in Global and National Commerce Act, a signature may be denied legal effect solely because it is in electronic form.
False.
Under the UETA, a signature may be denied legal effect solely because it is in electronic form.
False.
Under the mailbox rule, no acceptance is valid until it is received.
False.
Lightspeed Corporation makes computers, each of which is packaged with a shrink-wrap agreement. Milo buys a Lightspeed desktop. The shrink-wrap agreement is most likely enforceable if:
Milo expressly agrees to the terms in the shrink-wrap agreement.
The communication requirement of an offer requires:
The offeror to tell the offeree about the offer in some effective way.
In a partnering agreement, a seller and a buyer agree in advance on the terms that will apply to all of their later electronic transactions.
True.
In e-transactions, attribution refers to procedures that may be used to ensure that a person sending an e-record is the same person whose e-signature accompanies the record.
True.
State law other than the UETA always determines the effect of an error on an agreement between contracting parties.
True.
The terms in a click-on agreement may be enforced if the parties expressly agreed to them.
True.
The terms in a click-on agreement may be enforced if they are construed as parts of a contract.
True.
To date, most courts have applied traditional common law principles to cases arising in e-commerce.
True.
Under the UETA, a contract solely in electronic form is enforceable.
True.
Under the UETA, once an e-record comes under the recipient's control it is considered sent.
True.
Under the UETA, other state laws control issues relating to forgery.
True.
Todd and Amy have been negotiating a contract by mail, as Todd lives in Alaska in an area with no telephone service or internet access. Amy sent a draft contract to Todd, who wrote changes on it, and sent it back to Amy. When Amy received his changes, she accepted or rejected the changes and mailed it back to him. Finally, Todd agrees with Amy's latest amendments to their agreement, signs it, and puts it back into the mail to her. Then, he thinks of something else he wants to add. Do they have a contract? Which of the following statements is true?
Yes, the negotiation became a contract when Todd placed it into the mailbox, according to the mailbox rule.
Flem, a user of GameCenter.com's Web site, can download gaming software for free if he first clicks on "I accept" after viewing certain terms. This is:
a contract that includes the terms.
Tomato Farms (TF) offers to sell United Grocers, Inc., a boxcar load of tomatoes. The offer is sent via fax. An acceptance is required urgently. It would be most reasonable for United to accept via:
a fax sent to TF as soon as the offer is received.
The Uniform Electronic Transactions Act (UETA) is:
a proposed uniform law to support enforcement of e-contracts.
Filomena offers to sell Rhonda her collection of rare books. Before Rhonda even has a chance to accept, Filomena says, "Sorry, I changed my mind, no deal." This is an example of:
a revocation.
Pawlak bought a Gateway computer, which, at his request, was delivered to Westendorf as a gift. Gateway included its "Standard Terms and Conditions Agreement," which contained a clause that all disputes be submitted to arbitration. The agreement also stated that retention of the computer beyond thirty days constituted acceptance. As part of its package, Gateway offered Internet access through Gateway.net. Only Gateway owners could use the service. After several months of using the computer and the Internet service, Westendorf complained that the access numbers were always busy. She sued in a Delaware state court on behalf of herself and others seeking damages for the services that she alleged they had not received. Gateway contended that Westendorf was bound by the arbitration clause and filed a motion to dismiss the court case. The court most likely held that Westendorf was:
bound by the arbitration clause; the conditions of the purchase applied even though she got her computer as a gift.
Peerless Wall & Window is in Pennsylvania. In 1994, Peerless installed Point of Sale V6.5 business software to run cash registers, manage inventory, and link the stores electronically. Synchronics, a Tennessee company, developed and sold the software. V6.5 was written with code that used only a two-digit year field. So 1999 was stored as "99." This meant that all dates were interpreted as falling within the twentieth century. The software was licensed under a shrink-wrap agreement printed on the envelopes containing the disks. The agreement included a clause that limited remedies to replacement within ninety days if there was a defect in the disks and stated, "The entire risk as to the quality and performance of the Software is with you." In 1995, Synchronics stopped selling and supporting V6.5. In 1997, Synchronics told Peerless that the software should be replaced because the two-digit year field would cause a problem in 2000. Peerless sued in federal district court for breach of contract. Synchronics claimed its liability was limited as provided in the shrink-wrap agreement and moved for summary judgment. The court most likely held that the shrink-wrap agreement was:
enforceable, because Peerless was notified of the terms and had a chance to return the software if it did not like the terms.
Verizon provided Internet DSL service. Verizon's Web site stated that its service was "FAST—High speed Internet access service up to 126 times faster than your 56K modem" and "DEDICATED—You're always connected—no dialing in and no busy signals, ever!" Verizon's "Internet Access Service Agreement," on the installation CD-ROM, provides that "THE SERVICE IS PROVIDED ON AN 'AS IS' BASIS OR 'AS AVAILABLE' BASIS" and that Verizon "DISCLAIM[S] ANY AND ALL WARRANTIES FOR THE SERVICE WHETHER EXPRESS OR IMPLIED." Customers were given thirty days to try out the service and could cancel service at any time within the thirty days. Subscribers who experienced disruptions in service filed a lawsuit in a New York state court against Verizon alleging, among other things, breach of contract because the service was not as fast or dedicated as had been advertised. The court most likely held that Verizon:
had not breached the contract, because Verizon had conspicuously stated the service limitations and had given buyers a thirty-day period to rescind the contract.
In many online transactions, the seller is more accurately described as a:
licensor
Nero and Oona negotiate a contract. Nero prints out a hard copy to review before both parties sign the electronic form of the contract. Neither party signs the hard copy. Under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the signatures can:
not be denied effect because they are in electronic form.
James and Barbara Gibbs were engaged in negotiations over the purchase of a house. Their most recent offer was for $180,000. On June 6, the Gibbses received a counteroffer from the seller containing several additional terms and conditions, with no mention of the price. The seller told the Gibbses that if they wished to accept the counteroffer they should sign it and return it immediately. The Gibbses signed it, and at 10 A.M. on June 6 Barbara handed the sealed envelope to her company's mail clerk with instructions to mail it for her. The clerk did so, but not until the next day, June 7. At 11 A.M. on June 6, the seller told Barbara that the counteroffer was revoked because the seller had intended to raise the price to $198,000 but had not included this term in the counteroffer. The Gibbses sued the seller, claiming that they had accepted the counteroffer before it was revoked. Barbara Gibbs argued that she had placed the acceptance in the "course of transmission" when she gave it to her clerk. The seller contended that no contract had been formed, because the acceptance had been received after the revocation. The court most likely held that the acceptance was:
not effective, because the acceptance was not placed in the course of transmission beyond Barbara Gibbs's control.
Filomena offers to sell Rhonda her rare book collection for $3,500. Rhonda states, "I like your book collection but I will not pay $3,500 for it, I'll only pay $2,750," What would Rhonda's statement be called?
A counteroffer.
Which of the following occurrences will not terminate an offer?
Acceptance.
A "sale" of software generally involves a right to use the software and a passage of ownership rights in the software to the buyer.
False.
A click-on agreement is normally not enforceable.
False.
Final Foto, Inc., makes photo and video editing software, which includes a shrink-wrap agreement. Gert buys a package of the software. With respect to the contract for the software's purchase, the shrink-wrap agreement may not be enforced if:
Gert learns of it after contracting.
Grant offers to sell his Honda Civic for $10,000 to Ivy. Referring to the prices for similar Hondas, Ivy says, "I'll pay no more than $5,000." Grant says, "Forget it." Grant's offer was terminated by:
Ivy.
Jelly Jar Company includes in its online offers a provision that indicates any disputes arising under the contract must be resolved in Kansas. Lena, a resident of Maine, accepts Jelly Jar's offer. If a dispute arises, a court will most likely rule that it must be resolved in:
Kansas.
Magic Math Corporation makes business accounting software, which is packaged with a shrink-wrap agreement. National Distribution Company distributes the software to retailers, including an Office Stuff store, where Peg buys a package of it. The parties to the shrink-wrap agreement are:
Magic Math and Peg only.
Kevin had just received a new catalog in the mail, so was looking through it for Christmas gifts. He saw an ad for an iPad for $27.95, and called the store immediately to buy 3 of them. But the store told him the price was a typographical error, and they would not sell the iPads for that price. Was a contract formed to buy iPads for $27.95?
No contract was formed, since the ad was an invitation to make an offer, not an offer itself
An invitation to submit bids—"how much would you charge to do this work?"—is an offer.
Online buyers can indicate their assent to be bound by the terms of the offer by clicking on an on-screen prompt referred to as a:
A forum-selection clause indicates the place for the resolution of a dispute arising under a contract.
True.
A license contract may involve a right to use software.
True.
A partnering agreement reduces the likelihood that a dispute will arise under a contract.
True.
A record does not require a signature to have legal effect under the UETA.
True.
An effective offer requires reasonably certain terms.
True.
An electronic symbol, adopted by a person with the intent to sign an e-record, is an e-signature.
True.
An online offer should include provisions relating to dispute settlement.
True.
The UETA covers only e-records and e-signatures relating to a transaction.
True.
The UETA does not create new rules for e-transactions.
True.
The UETA does not require that an agreement to conduct a transaction electronically be made electronically.
True.
The UETA supports the enforcement of e-contracts.
True.
Molly was driving down the streets of Atlanta, in a busy section of town. As she stopped at a red light, a fellow came up to her car with a window cleaner and rag in hand, and motioned to her, asking whether he could clean her window. She said nothing, and looked away. Has she agreed to the contract by her silence? Why or why not?
Yes, Molly has agreed, because she didn't stop him, knowing that he intended to wash her window.
The second requirement for an effective offer involves the definiteness of its terms. An offer must have reasonably definite terms so that a court can determine if:
a breach has occurred and give an appropriate remedy.
Mica buys "Nature," a movie, through Open View, an online entertainment vendor. Before completing the purchase and downloading "Nature," Mica must review a warning not to make and sell a copy of it. This warning is:
a browse-wrap term.
Overnight Delivery Service delivers a package to Pam. At the request of Overnight's delivery person, to acknowledge receipt Pam signs a digital pad. This signing creates:
a digitized handwritten signature.
In most instances, the parties to a shrink-wrap agreement are:
a manufacturer and the ultimate buyer-user of the shrink-wrapped product.
An effective offer does not require:
a reasonable price.
A partnering agreement is one in which:
a seller and a buyer who frequently do business with each other agree in advance on the terms and conditions that will apply to all transactions.
Nate tells Opal, "I might sell the skis that I bought last fall since I haven't used them and the skiing season is almost over." This is:
a statement of future intent.
Regarding UETA, all of these statements are correct, EXCEPT:
all states have adopted UETA.
According to the mailbox rule, if the authorized mode of communication is the mail:
an acceptance becomes valid when it is placed in a mailbox.
Dino and Elle engage in a transaction that involves e-documents. The E-SIGN Act applies if those documents include:
an agreement subject to Article 2 of the Uniform Commercial Code.
Ordinarily, agreement is evidenced by:
an offer plus an acceptance of that offer.
When making offers to form electronic contracts, it is important to include a clause concerning:
any disclaimers of liability for certain uses of the goods.
The UETA:
applies to electronic records and electronic signatures relating to transactions.
On behalf of Bay Oyster Company, Celia types her name at the bottom of an e-mail purchase order and submits the order to Deepwater Parts Company. Under the UETA, qualifying Celia's name as her "signature" is:
attribution.
Online buyers can indicate their assent to be bound by the terms of the offer by clicking on an on-screen prompt referred to as a:
click-on agreement.
The UETA:
does not require the use of security procedures.
The UETA:
does not take the place of state laws if issues relating to contract formation arise.
According to the UETA, an electronic record is deemed to have been sent once the:
electronic record is properly directed to the intended recipient in a form readable by the recipient's computer system.
Partnering agreements will not:
eliminate disagreement over which state's or nation's laws apply.
A shrink-wrap agreement is one whose terms are:
found inside a box in which the goods are packaged.
Under UETA, an electronic record is considered "sent" when it:
is directed to the intended recipient in a form readable by the recipient's computer.
Consumer Payments Processing Corporation (CPPC) and Mall Kiosk Company make a deal for CPPC's services, via e-records. Under the UETA, an e-record is considered received when:
it enters the recipient's processing system in a readable form.
Beyond-the-Sea Corporation and Homeport Company make a deal for Homeport's products, via e-records. Under the UETA, an e-record is considered sent when it:
leaves the sender's control.
Business Properties, Inc. (BPI), offers to sell a warehouse to Corporate Investments. Corporate says that it will pay BPI $100 to hold the offer open for three business days. This:
makes the offer irrevocable for three days if BPI accepts.
Wally's Warehouse offers to sell a certain used forklift to Value Lumber Outlet, but it is stolen before Value accepts. Most likely, Wally's must obtain:
nothing for Value because the theft terminated the offer.
In an auction, the auctioneer acts as the:
offeree.
Elin decides to try to sell her collection of celebrity memorabilia in an auction. If Elin changes her mind, she can withdraw her collection:
only before the auctioneer announces that the items are sold.
Craig decides to sell his Double-D Ranch in an auction. If Craig changes his mind at the auction, he can withdraw his property:
only before the auctioneer announces that the ranch is sold.
The federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) of 2000:
provides that no contract or signature can be denied legal effect solely because it is in electronic form.
The Uniform Electronic Transactions Act (UETA) generally provides that:
records, signatures, and contracts may not be denied enforceability solely due to their electronic form.
In contract law, the withdrawal of an offer by an offeror is referred to as a(n):
revocation.
Under the UETA, if an electronic record or signature is the act of a particular person, the:
signature may be attributed to that person and the record may as well.
An online offer need not include a:
statement clearly stating the offeror controls the offer and thus the resulting contract.
Jaime and Kip, consumers, transact a deal over the Internet. Their contract does not mention the UETA. The UETA covers:
the entire contract.
A forum-selection clause indicates:
the location for the resolution of any dispute arising under the contract.
Silence can constitute acceptance of an offer:
when the offeree has had prior dealings with the offeror.
When deciding questions about the enforceability of terms in shrink-wrap agreements, one important factor courts take into consideration is:
whether the buyer learned of the shrink-wrap terms before or after the parties entered into a contract.