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Semantics
(meanings)
from the utterances, gestures, etc. in a given context
Syntactics
Contracting procedures such as offer and acceptance, or
(formalisms)
formal requirements such as writing and signatures
Physical/Empirics
The physical signs used in the contracting process:
(signals/codes)
verbal utterances, gestures, written letters, actions
performed on Web sites, etc.
technology. The success of these studies suggest that semiotics could provide
valuable insights into constructing on-line contracting environments.
Liebenau and Backhouse (1990) divide the concerns of semiotics into
four levels for analyzing ‘speech acts,’ communication acts such as stating,
asking, and most importantly to this discussion, making promises and
contracts.
11
The four branches are: pragmatics, which addresses the culture
and context of the speech act; semantics, which studies its meaning; syntac-
tics, which deals with form and formal rules; and empirics, which examines
codes and signal transmission.
12
Above and below these concerns lie respec-
tively those of the business itself and those of the physical world.
As mentioned in the introduction, the primary motivation of this paper
is to study contractual misunderstandings between consumers and merchants
in electronic commerce. Thus, semiotics, with its focus on signs and meaning,
provides an instructive view of the phenomenon of contract. After all, at the
most fundamental level, the contractual process is an exchange of certain
signs or symbols (empirics) between two parties. The signs, if performed in
accordance with an accepted procedure (syntactics) under the given context
(pragmatics), convey meanings (semantics) from which contractual obliga-
tions arise, which is the purpose of the process. This basic semiotic
deconstruction of the contractual process is summarized in Figure 1.
13
Interestingly, using the perspective gained from the above analysis, the
contractual process can be split into two major semiotic divisions: ontological
and epistemic.
14
On the ontological or physical side, contracts involve formal
procedures (syntactics) and physical utterances (empirics). However, on the
epistemic or ‘thought’ side, contracts require a consumer’s tacit assumptions,
which arise from the context (pragmatics), as well as the meanings (seman-
tics) that consumers derive from the procedures and signs.