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English contract law has few rigid requirements. Contracting parties typically
may form contracts in any available manner, including verbally in-person, by
telephone, written document, telex, fax, and even by conduct.
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Accordingly,
English law will not debar people from forming legally binding contracts
through electronic mail (e-mail) or the World Wide Web as part of an electronic
commerce transaction.
English courts will often rule that if a reasonable person were to interpret a
particular action or communication as a contractual element, then it is
binding, regardless of whether the party intended it or not: there is assumed to be
a rational connection between actions and intentionality.
Agreement . . . is not a mental state but an act, and, as an act, is a
matter of inference from conduct. The parties are to be judged, not
by what is in their minds, but by what they have said or written or
done.
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The rationale behind this doctrine principally stems from a court’s inability
to judge what a person internally intends. The only feasible method for
determining intent is through external manifestations, and thus appearances
are legally more important than the actual intent. However, if intent belies
external appearance, then disputes and misunderstandings will arise.
To prevent such miscues, traditional business practices utilize contract-
ing procedures that extirpate any semantic
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uncertainty. Merchants will
often use the four elements of contract as procedural or ceremonial devices to
reinforce and ensure that customers understand the full import of their actions.
Thus, a further examination of contract law, in both legal and procedural/
semiotic senses, is necessary before one can develop a model to aid electronic
commerce transactions.
Offer
An offer expresses the desire to enter into a contract on the understanding
that if the other party accepts the offer, the agreement will be legally binding.
Just like the contracts they help form, offers can be made using virtually any
medium of communication. Contracting parties can make offers by post, fax,