Online Commerce

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The Uniform Electronic Transactions Act was adopted by the National Conference of Commissioners on Uniform State Laws in 1999. Both the UETA and its companion federal enactment, the Electronic Signatures in Global and National Commerce Act, Pub.L. 109-229 (June 30, 2000) were adopted during a flurry of concern about the enforceability of electronic contracts that followed on the opening of the Internet to commercial traffic in the early 1990s. The UETA was quickly adopted in a majority of states, and since then, has yielded only a handful of opinions, perhaps reflecting the fact that the Act was less a desperately needed gap-filler than a codification of largely accepted principles applicable to the electronic transactions that had been occurring every day in business.

Occasionally issues arise with respect to the UETA, however, and the application of the Act (or more accurately, the Wisconsin enactment of it) became an issue in Alliance Laundry Systems, LLC v. Thyssenkrupp Materials, NA, 2008 U.S. Dist. LEXIS 58985 (E.D. Wisc. Aug. 5, 2008). The issue posed is a fundamental one, and the opinion is therefore noteworthy.

Disputes over the enforceability of Web site modifications to an agreement, based on claims of unconscionability, typically involve a consumer opposing the enforcement efforts of commercial party. An example of such a case is Comb v. PayPal, 218 F.Supp. 2d 1165, 1174 (N.D.Cal. 2002), in which the district court refused to enforce a provision in the PayPal agreement with users that allowed PayPal to modify the terms of the agreement without notice, by posting the modified terms on its Web site.

Unlike that paradigm case, the parties in Margae v. Clear Link Technologies, LLC, 2008 U.S. Dist. LEXIS 46765 (D. Utah June 16, 2008), were commercial parties involved in transactions involving affiliate marketing and search engine optimization services.

The subject of the auction being a former home of Elvis Presley, and one of the plaintiffs being “celebrity psychic Uri Geller,” the district court’s ruling in Gleason v. Freeman, No. 06-2443 (W.D. Tenn. June 16, 2008) is getting a lot of press. (And prompts one to wonder how it is that Geller didn’t foresee that the litigation would have an unfavorable outcome, and save some attorney fees.)