Dalhousie Law Journal


electronic commerce, commerce law, contract issues, legilation, software, technology, UNCITRAL, Uniform Law Conference of Canada, National Conference of Commissioners of Uniform State Laws


The article provides an in-depth analysis of the contract issues peculiar to automated electronic commerce. The aim of the study is to provide a critical evaluation of the various solutions that might be adopted by a legislature seeking to cure formal defects in agreements that are negotiated and entered into by software programs, independent of human review. The author begins with an examination of the current state of the technology that automates electronic commerce, offering some speculation as to its future development. He then outlines the barriers to automated electronic commerce inherent in traditional contract doctrine. He argues against the proposal to cure doctrinal difficulties by deeming electronic devices to be legal persons and investigates the merit of the legislative approaches adopted by UNCITRAL, the National Conference of Commissioners of Uniform State Laws (U.S.), and the Uniform Law Conference of Canada. He ends by advocating an alternative approach, based on the law of agency.