Electronic contracting law — EDI and business transactions

BOOK REVIEWS ELECTRONIC DATA INTERCHANGE Three new texts have emerged recently from the United States dealing with legal aspects of electronic data interchange: Electronic Contracting, Publishing, and EDI Law, by Michael S Baum and Henry H Perritt Jr, 1991 (John Wiley & Sons Inc), 871 pp, ISBN 0471531359 This book deals with the legal and control issues that arise when computers are used to communicate and to transact business between enterprises. As the authors note in their preface: "Traditionally, computer law concerned intellectual property in computers and computer programs, and contracts for computers themselves and assodated services. Traditionally, commercial law proceeded from unarticulated paper-based assumptions. This book covers much more, necessarily expanding the scope of computer law and commercial law." Electronic contracting and electronic publishing are relatively new computer applications, requiring the extension of some legal doctrines and the critical reexamination of some legal approaches. The theme of the book is the exploration of how the abolition of the need for paper in business transactions leads to the adaptation of legal principles dealing with contract formation, interpretation and agency. There are also anti-trust, economic regulation, warranty, privacy, as well as contract and tort liability questions, to be considered. The eleven chapters, deal with: the context and practice of electronic contracting; third party service provision; reliability issues in transaction record-keeping; the EDI clearing house; contract, evidence and agency issues; public information and contracting issues; intellectual property; warranty and tort liability of electronic service provisions; anti-trust and economic regulation; and international aspects. There are four appendices providing an introduction to EDI, as well as model agreements and conditions. The book is well referenced, indexed and tabulated with case law, and is considered to provide a thorough introduction to the subject. Available from John Wiley & Sons Inc, 1 Wiley Drive, Somerset, New Jersey 08875, USA.

The Law of Electronic Commerce - EDI, Fax and E-Mail; Technology, Proof, and Liability, by Benjamin Wright, 1991 (Little, Brown & Co), 432 pp, ISBN 0316956325 The theme of this text is that electronic communication can confidently be used for legal transactions, rejecting the attitude that technology deserves suspicion. As the author notes in his preface: "Commerce is experiencing a revolution. For centuries, paper has reigned as the supreme and ubiquitous medium for effecting formal legal transactions, such as contracts and regulatory filings. Today, electronic messages are dethroning the monarch, with fax, electronic mail, electronic data-interchange (EDI) and videotex, swiftly installing a new order in business and government." The

author notes that, with proper techniques, electronic messages can achieve all the essential legal goals that paper achieves and do it better. The book deals with both commercial and government applications, and looks not just at EDI but at all electronic messaging technology, examining the core legal doctrines involved. The work is intended to serve both lawyers and lay people, with the author taking great care to define and explain many legal concepts. There are six sections to the book: technologies and their applications; practical risks and controls; legal proof issues; record-keeping and internal control; electronic contracts issues; and network service providers and customers. There is also a glossary, a table of cases and an index. The book is recommended as a useful introduction to the subject. Available from Little, Brown & Co, 34 Beacon Street, Boston, Mass 02108-1493, USA

Electronic Contracting Law - EDI and Business Transactions, by L J Kutten, Bernard D Reams and Alien E Strehler, 1991 (Clark Boardman), $85 (10% discount pre-paid), ISBN 0876328257 (to be published annually) The rationale for this book is the incredible rate at which electronic data interchange (EDI) has increased in business use. Whereas business transactions were once finalized with paper documents, handshakes, or verbal commitments, these are now being conducted entirely by computers 'talking' to one another. Although EDI has been around theoretically for approximately 20 years, it is only recently that it has really taken off on an international scale. The authors see their task as being one of formulating the law of EDI: "Because of EDI's very nature -- it is normally conducted by close business partners -there is a resounding derth of legal material and information involving EDI. r' In addition, the authors note that, to date, there have been no more than a handful of law review articles on the topic and not a single reported case in the United States involving it. This is no longer the case, even in the short period between the writing of this text and publication. The treatise assumes only very basic knowledge on the part of the reader. There are sections dealing with: the definition of EDI; the components of an EDI system; EDI business relationships appropriate to the creation of an EDI 'protocol'; the mechanics of a typical EDI transaction; evidential questions of EDI; contract formation through EDI; record-keeping requirements; trading partner agreements; the American Bar Association model trading partner agreement; and EDI security and privacy. There are also several appendices dealing with model codes and agreements. The book offers a useful introduction with some practical guidance and information on establishing and using EDI for business transactions. Available from Clark Boardman & Co, 375 Hudson Street, New York, NY 10014, USA.

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