From: Black Unicorn <unicorn@schloss.li>
Date: Wed, 5 Jun 1996 13:18:01 +0800
To: Sandy Sandfort <sandfort@crl.com>
Subject: Re: Electronic Signature Act Of 1996
In-Reply-To: <2.2.32.19960604165840.00725e30@popmail.crl.com>
Message-ID: <Pine.SUN.3.91.960604155003.8159A-100000@polaris>
MIME-Version: 1.0
Content-Type: text/plain


On Tue, 4 Jun 1996, Sandy Sandfort wrote:

> ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
>                        SANDY SANDFORT
> ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
> 
> C'punks,
> 
> At 11:11 AM 6/4/96 -0400, Perry E. Metzger wrote:
> 
> >...I get the impression that under the common law, an ink 
> >signature is merely a demonstration that a party assented 
> >to a contract, and except for certain contracts (which 
> >usually require witnesses etc.) there is no requirement in 
> >the law that a contract even be on paper...
> 
> The "Statute of Frauds" lists the exceptions and they cover
> most important contracts.  I seem to recall that contracts
> over a given amount or for interests in real property for 
> periods of a year or more are covered.  I'm sure someone 
> with current access to legal research resources will post
> a better explanation.

Section 2-201 of the Uniform Commercial Code (UCC) provides:

(1) Except as otherwise provided in this section a contract for the sale of 
goods for the price of $500 or more is not enforceable by way of action 
or defense unless there is some writing sufficent to indicate that a 
contract for sale has been made between the parties and signed by the 
party aginst whom enforcement is sought or by his authorized agent or 
broker.

[...]

(3) A contract which does not satisify the requirements of subsection (1) 
but which is valid in other respects is enforceable:

(a) If the goods are to be specially manufactured for the buyer and are 
not suitable for sale to others in the ordinary course of the seller's 
business and the seller, before notice of repudiation is received and 
under circumstances which reasonably indicate that the goods are for the 
buyer, has made either a substantial beginning of their manufacture or 
commitments for their procurement; or

(b) If the party against whom enforcement is sought admits in his 
pleading, testomony or otherwise in court that a contract for sale was 
made, but the contract is not enforceable under this provision beyond a 
qualtity of goods admitted; or

(c) With respect to goods for which payment has been made and accepted or 
which have been received and accepted (See section 2-606).

*end

Note:  This only applies to the sale of GOODS.  Not all states follow the 
UCC exactly.  Note also that the term "good" is a term of art which has a 
complex and non-intuative meaning.

Is it a sale of goods?  (If yes, has the forum adopted the UCC?  If no, 
then is there a state Statute of Frauds to look to?)
If it's not a sale of goods, well, then you have piles of contracts 
reading to do.

In short:  While it is safest to provide for contracts larger then $500 
in writing, there are many ways that contracts can be formed for millions 
of dollars without a drop of ink or scrap of paper.  (Promisory Estoppel 
comes to mind).


>  S a n d y

---
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