Contract Law Comparison
The United States |
International Law - The CISG |
General Application of Contract Law |
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Contracts for the sale of land,
services, and intangible property are covered by each state's common law
rules
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Contracts for the sale of goods
are covered by the Uniform Commercial Code
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UETA (or E-sign) applies to
electronic records and electronic signatures related to a contract
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Excluding Application of Specific Contract Laws |
Under UCC §1-102(3), the parties may vary application
of most UCC principles |
Under CISG Article 6, the parties
may vary application of most provisions |
Selection of Law and Forum
Enforceability of the Electronic Contract |
In the Unites States, and
generally across the world, the law allows the parties to select the forum
for their dispute and/or the law to be applied by the court
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Regarding forum selection, the
courts may choose to ignore the selection of the parties if the selection
would seriously inconvenience a trial
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Regarding choice of law, the
courts may ignore the choice of the parties if 1) the choice does not bear
a reasonable relationship to the dispute or 2) the law selected violates a
strong public policy of the forum court
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Courts may refuse to enforce an
electronic contract term if the term was not "accepted" - noticed and
agreed to by the parties
(Compare Specht v. Netscape, pages 179-81, to Register v. Verio,
Web handout)
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Courts may refuse to enforce
contracts that are unconscionable under national law
(Compare Comb v. PayPal, pages 165-66, to Pickens v. Blockbuster,
Web handout)
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The United States |
International Law - The CISG |
Selected Contract Law Principles |
Contract
Capacity, Illegality, and Fraud |
Regarding issues such as contract
capacity, illegality, and fraud, the UCC and CISG are silent - Courts will use national law for these issues
(In America, state common law will be used) |
Form and The Statute of Frauds |
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Under the UCC, contracts for
the sale of goods for $500 are covered
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Under state law, land contracts
and long term contracts (over one year) are covered
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Contract Offers and
Advertisements |
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Contract Offers and Revocation |
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Silence as Acceptance |
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The Mirror Image Rule
versus the Battle of the Forms |
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Warranties |
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