Vishnu Chandran, II year LLM Student, School of Legal Studies, CUSAT
The technological changes are boon for mankind and the internet has changed the life of people altogether. Almost everyone is accustomed to the virtual world and accesses the same. The new communication systems have replaced the traditional snail – pace systems of communication. Business communities and consumers are all the time using computers more and more to transmit and restore information in electronic form. Consequently there has been a shift from’ paper based transactions’ to ‘electronic transactions’ and eventually the concept of electronic contracts (e-contracts) came into existence.
An Electronic Contract is computerized facilitation or mechanization of a contract in a cross-organizational business progression. In simple terms, an Electronic Contract means a contract made electronically, i.e. which is entered into using electronic mode, either fully or partially. Theoretically an Electronic Contract is very similar to traditional paper based contract. However owing to the ways in which the e-commerce differs from traditional commerce raises some novel and interesting legal and technical issues. This demands some literary work in the area of e-contracts and such efforts to bring forth all those facets together have been made in the book under review. The author has ‘constructed’ this book based on his Ph.D thesis with modifications. The Book consists of Seven chapters and Five appendices.
Elucidation of any legal concept envisages an attempt to lay down in simple terms in its definition, meaning, nature and scope. History and classification of the concept and it’s inter link with others would also be an inevitable part in understanding the notion in its proper perspective. In the first two chapters, the author in his class room linguistic style briefly but vividly portrayed all these.
The contract law was founded on the principle that individuals are the bearers of rights and they bargain each other to get into agreements to exchange goods and services. Contracts in all systems of law are founded on this premise. A contract is a civil obligation, however all obligations are not contracts. Contract law does not cover whole range of civil obligations; it confines itself to the enforcement of voluntarily created civil obligations. Traditionally, an offer and its valid acceptance are needed in order to from a contract. However if the offerors’ actions imply that he does not intend to be bound automatically upon acceptance and he makes no offer, rather he makes only an invitation to treat, because his actions suggest that further he makes only an invitation treat, then the offeror is not legally bound. In many day to day situations it is unclear whether and if so, at what stage party intends to become legally bound. The author also gives a vivid description on different aspects needed for formation of valid contracts. However it could have been more attractive and useful if the author encompassed some more detailed discussion about diverse types of remedies available in the event of breach of contract.
The Third chapter exclusively deals with the ‘Formation of electronic contracts’. In fact this chapter can said to be the soul of the book. Author has discussed each and every aspects of Electronic Contract formation and has given some suggestions too. It further discusses and analyses some important English and Indian Judgments such as Entores v Miles Far East Corp1and BhagwandasGoverdhandasKedia V M/s Girdharilal Parshottamdas & Co.2The author then turns the discussion by asking three questions, when was the contract concluded, what are the terms of the contract, and where is the contract governed. The author was of the opinion that the conventional offer and acceptance rules are likely to prove sufficiently flexible to accommodate these new forms of communication without much complexity.
Chapter IV discusses about ‘recognition and validity of electronic contracts’. The author also gives an outlook about international as well domestic efforts that have been made for giving recognition to electronic contracts. The chapter includes the text of UNCITRAL model laws. There is also brief discussion of laws on electronic contracts incorporated in United States, the European Union and Common law countries. The author has also dealt with relevant provisions relating to Electronic Contract under the IT Act 2000 and the Indian Evidence act 1872.
Further in Chapter V the author has discussed certain judicial decisions relating to recognition and validity of Electronic Contract. The P R Transport Agency v Union OF India discussed by author was on the issue of civil jurisdiction of court in a suit relating to performance of contract made through e – mail. The case of Trimex International Fze Limited, Dubai v Vedanta Aluminium Ltd wherein court recognized the formation of electronic contract through the exchange of e-mails. Further the English and US cases on Click Wrap Contracts and Shrink – Wrap Contracts have also been discoursed. The author has suggested that the legislature should come with a pool proof piece of legislation so as to pace with the advanced technology in every sphere and to maintain the spirit of a contract.
In the continuing chapters the facets of jurisdictional and enforcement of Electronic Contract and relatively new issues such as what substantive rules will govern the issues relating to assent in Electronic Contract and issue pertaining to negotiable transfer documents that are paperless are also analyzed in an exhaustive manner. The five appendices in this book include;
- Selected provisions of the Indian Contract Act,
- Provisions of the UNCITRAL Model Law on Electronic commerce 1996,
- Selected provisions of the IT Act 2000,
- Selected provisions of the Indian Evidence Act 1872, and,
- Sample Click – Wrap Agreements.
Out of the 384 pages of the book, 82 pages have been used for Appendices and Bibliography.
There is a drought of literary work on the above subject and the author has to be complimented as he has tried to cover almost all aspects related to Electronic Contract. The cover is attractive and printing is good. Rearranging the chapters could make the work easily comprehendible. Detailed contents, table of cases and bibliography given in the book enrich its value and usefulness considerably. In spite of the fact that the book is slightly overvalued the book shall be useful not only to academician and students but also to an ordinary person who wants to know the principle, philosophy and stipulations for electronic contracts because of its easy to understand language and case law. The book will attract wide readership by those interested in the area of electronic contracts.
Title – Law Relating to Electronic Contracts
Author – Dr. R.K Singh
Publisher – LexisNexis
Edition – First Edition, 2014
Pages – 384
Price – Rs.695 /-