e-commerce law incorporation of terms into an offer
TRANSCRIPT
E-commerce Law
Incorporation of terms into an offer
Incorporation of Terms
Normal contractual principles will apply to the Incorporation of terms.
All terms of the offer need to be communicated before acceptance is made.
There are many cases that deal with the incorporation of terms – most deal with exclusion clauses.
Incorporation of terms
Contracts created via email
Contracts created via the Internet
Incorporation of Terms
On a written contracts this is simple
L’Estrange v Graucob [1934] 2 KB 394
Where the contracts are not in writing, there are more problems.
Incorporation of Terms
If the contract is not in writing then the incorporation of the terms depend upon notice.
Notice must be given before the offer is accepted.
Incorporation of Terms
The terms cannot be on a receipt or invoice
Chapelton v Barry UDC [1940] 1 KB 532
Hollier v Rambler Motors [1972] 2 QB 71
(unless there is a course of dealings)
Incorporation of terms
If there is a sign then the sign must be visible before acceptance
Olley v Marlborough Court [1949] 1 KB 532
This is more similar to a contract created via the Internet.
Incorporation of terms
Reasonable steps must be taken to bring the terms to the notice of the offeree/offeror
Parker v SE Railway (1877) 2CPD 416
Thompson v London Rly Co. [1930] 1 KB 41
The Incorporation of terms into an offer
How can this be effected?
On a website there must be some visible link to the terms before acceptance or a check box to confirm incorporation.
Written Terms
They may just be a link somewhere to the terms of the contract on the webpage.
www.amazon.co.uk
Incorporation of terms
By email there must be some mention of the terms and conditions
Incorporation of terms
Certain terms and details need to be inserted into certain contracts on the internet.
cf Consumer Protection
examples
Consideration
NB a valid contract needs consideration
We will deal with consideration in detail separately.
Performance
NB a Contract is not completed until it has been performed
Summary
Electronic contracts can be created either:
• Via electronic communication, e.g. email.
• Via the Internet