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GasEDI
ENFORCEABILITY OFELECTRONIC CONTRACTS
Natural Resources Committee
Calgary Chamber of Commerce
October 19, 1999
1999/10/19 Calgary Chamber of Commerce - Electronic Commerce
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GasEDI
OUTLINE
GasEDI. Issue: Uncertainty. Objective: Legislation.
Proposed Uniform Electronic Commerce Act (UECA).
Current situation. GasEDI’s Proposed Strategy. Further Information. Questions.
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GasEDI
GasEDI
Sponsored by CAPP, SEPAC, CGA, CEPA. Mission:
Promote the development and implementation of North American business and electronic information standards to improve the competitive position of natural gas. We believe all participants in the gas industry - including end
use consumers - are best served by a vibrant, efficient, industry - from well head to burner tip.
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GasEDI
GasEDI’S ENFORCEABILITY OF ELECTRONIC CONTRACTS WORKING GROUP
Mission: Develop standards for enforceable electronic
contracting for use by the Canadian gas industry. These standards are to be compatible with GISB ((US) Gas
Industry Standards Board) standards, and/or lead to requests for modifications to GISB standards.
Review legislation and monitor legislative proposals to assure the requirements of the Canadian gas industry are satisfied.
Monitor establishment of Certification Authorities.
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GasEDI
ISSUE: UNCERTAINTY
There is sufficient uncertainty regarding the enforceability of an electronic contract that commerce in Alberta may be significantly adversely affected.
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GasEDI
OBJECTIVE: LEGISLATION
The Alberta Advantage can be further enhanced by creating a legal environment in which electronic commerce can be carried out with ease and certainty.
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GasEDI
PROPOSED UNIFORM ELECTRONIC COMMERCE ACT (UECA)
The Uniform Law Conference of Canada (ULCC) has adopted a Uniform Electronic Commerce Act and has recommended it for enactment in all provincial legislations / jurisdictions. Purpose: Reduce legal risk for doing e-business
across the country by eliminating uncertainty about the law that applies and by making the law suit the needs of modern commerce.
Application: Beyond the scope of commerce to almost any legal relationship that may require documentation.
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GasEDI
SALE OF GOODS ACT
“A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.” United Nations Convention on Contracts for the
International Sale of Goods.
This Convention has been adopted by Canada’s federal government and several provinces, including Alberta.
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GasEDI
STATUTE OF FRAUDS
The Statute requires a “note or memorandum” of the contract “signed by the party to be charged” or the party’s authorized agent. The memorandum must contain all the essential terms
of the contract, including the identity of the parties. There is a strong argument that the note or
memorandum need not necessarily be on paper, but the information must be accessible so as to be useable for subsequent reference.
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GasEDI
EVIDENCE ACT
Information should not be denied legal effect or enforceability solely by reason that it is in electronic form. A digitally signed document should be given equal
weight to a manually signed document as evidence. If both a hardcopy and electronic version of a
document are executed both should be kept.
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GasEDI
INTERPRETATION ACT
A legal contract should be interpreted to be in writing provided the information is accessible so as to be useable for subsequent reference. The law has endeavoured to take cognizance of, and
to be receptive to, technological advances in the means of communication: Teletype. Fax.
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GasEDI
CANADA BILL C-54
Restricted (mostly) to communications with the Canada’s federal government. Will only apply to to situations specified in a schedule
(opt in statute).
This bill also covers privacy issues.
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GasEDI
CANADIAN DEPARTMENT OF JUSTICE
Section 35 of the Interpretation Act defines writing as follows: “writing”, or any term of like import, includes words printed, typewritten, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in visible form. For most electronic documents, this definition will be
sufficient because they will be in “visible form”, either by representation on a computer screen or as a print-out.
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GasEDI
ELECTRONIC COMMERCE TRADING PARTNER AGREEMENT
Prior to passage of appropriate legislation, electronic transactions will likely be enforceable provided they are preceded by a paper-based Electronic Commerce Trading Partner Agreement. An Electronic Commerce Trading Partner Agreement
should address the issues of enforceability, authenticity and integrity of the electronic transaction.
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GasEDI
ALBERTA ENERGY AND UTILITIES BOARD (AEUB)
Electronic filing is being adopted.
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GasEDI
NATIONAL ENERGY BOARD (NEB)
The NEB Act does reference documents being in writing and having a signature. Nevertheless the NEB is moving to mandatory
electronic filings for the fall of 2000 and is working on changing systems from paper to electronic to support this.
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GasEDI
ONTARIO ENERGY BOARD (OEB)
The OEB is cooperating with the NEB in developing electronic filing standards.
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GasEDI
GasEDI’S PROPOSED STRATEGY
Position to be endorsed by CAPP, put on CAPP letterhead, and forwarded by CAPP to the appropriate government personnel.
Other organizations would support the CAPP / GasEDI position by forwarding a copy of the CAPP / GasEDI position to the appropriate government personnel. To emphasize consistency, such other organizations
would, preferably, not transcribe the CAPP / GasEDI position statement onto their own letterheads.
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GasEDI
DISCLAIMER
Information is published by GasEDI as a service - such information should not be considered a comprehensive treatment of any subject. Comments published by GasEDI reflect the views of
individual authors and are not intended to provide legal advice.
Readers should not act or rely on information provided by GasEDI without seeking specific legal advice.
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GasEDI
FURTHER INFORMATION
Contact: Ian Anderson
Project Manager GasEDI Tel: 403-243-1079 Fax: 403-243-0546 Cell: 403-860-5941 Web: http://www.gasedi.ca Email: [email protected]
GasEDI
ENFORCEABILITY OFELECTRONIC CONTRACTS
Ian AndersonI. S. Anderson & Associates Limited
Business Reengineering Electronic Commerce EDI
100 - 1039 - 17 Avenue SW, Calgary, Alberta, Canada T2T 0B2
Tel: 403-243-1079 Fax: 403-243-0546 http://www.isanderson.com
Cell: 403-860-5941 Email: [email protected]