The United Nations Convention on the Use of Electronic Communication in International Contracts
The Electronic Communications Convention facilitates the use of electronic communications in international trade by assuring that contracts concluded and other communications exchanged electronically are as valid and enforceable as their traditional paper-based equivalents. It was adopted on 23 November 2005.
Relevance
Certain formal requirements contained in widely adopted international trade law treaties, such as the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”) and the United Nations Convention on Contracts for the International Sale of Goods (CISG), may pose obstacles to the wide use of electronic communications. The Electronic Communications Convention is an enabling treaty whose effect is to remove those formal obstacles by establishing equivalence between electronic and written forms. Moreover, the Electronic Communications Convention serves additional purposes further facilitating the use of electronic communications in international trade. Thus, the Convention is intended to strengthen harmonization of the rules regarding electronic commerce and to foster uniformity in the domestic enactment of UNCITRAL model laws relating to electronic commerce. It also updates and complements certain provisions of those model laws in the light of recent practice. Finally, the Convention provides those countries that have not yet adopted provisions on electronic commerce with modern, uniform and carefully drafted legislation.
Key provisions
The Electronic Communications Convention builds upon earlier instruments drafted by the Commission and, in particular, the UNCITRAL Model Law on Electronic Commerce and the UNCITRAL Model Law on Electronic Signatures. These instruments are widely considered standard legislative texts setting forth the three fundamental principles of electronic commerce legislation that the Convention incorporates, namely non-discrimination, technological neutrality and functional equivalence.
The Convention applies to all electronic communications exchanged between parties whose places of business are in different states when at least one party has its place of business in a Contracting State (Art. 1). It may also apply by virtue of the parties’ choice. As noted above, the Convention sets out criteria for establishing functional equivalence between electronic communications and paper documents, as well as between electronic authentication methods and handwritten signatures (Art. 9). Similarly, the Convention defines the time and place of dispatch and receipt of electronic communications, tailoring the traditional rules for these legal concepts to suit the electronic context and innovating provisions of the Model Law on Electronic Commerce (Art. 10).
Moreover, the Convention establishes the general principle that communications are not to be denied legal validity solely on the grounds that they were made in an electronic form (Art. 8). Specifically, given the proliferation of automated message systems, the Convention allows for the enforceability of contracts entered into by such systems, including cases where no actual person reviewed the individual actions carried out by them (Art. 12). The Convention further clarifies that a proposal to conclude a contract made through electronic means and not addressed to specific parties amounts to an invitation to deal, rather than an offer whose acceptance binds the offering party, in line with the corresponding provision of the CISG (Art. 11). Moreover, the Convention establishes remedies in case of input errors by persons entering information into automated message systems (Art. 14).
Finally, the Convention allows contractual parties to exclude its application or vary its terms within the limits allowed by otherwise applicable legislative provisions (Art. 3).
Source: UNCITRAL website
Pages that cite the Electronic Communication Convention:
