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Subject: [ebBP] 7/14/2004: WI-71 isLegallyBinding Resolution Proposed [RSD]
Discussion|OASIS.ebBP.WI71-Commitments and Enforceability; Topic|; Attachment|http://www.oasis-open.org/apps/org/workgroup/ebxml-bp/download.php/6697/ebbp-swedish-input-ubac-summary-v2pt0-042004.txt; Point|v2.0 ebBP proposed resolution; mm1@ In the last few months [1], we discussed some of the evolving requirements to support international eCommerce and enforceability, and the isLegallyBinding attribute in legacy ebBP. Questions raised included: * In February 2004 F2F, discussion item was raised when we spoke about WI 23 (Business document and envelope with more than one document, and substantive business documents and attachments). * Does this attribute on the BusinessTransactionActivity more accurately infer test or production capabilities? Note that flagging test or production does not appear to be interesting or applicable at the level of abstraction that ebBP operates. * What is the intent of this attribute and what potential responsibility does it infer on the technology? Initial requirements exist: * In UBAC, legal conventions are more elaborate than a transaction. It is difficult to know that you have accurately mapped the contract formation process in the transaction. * The isLegallyBinding attribute has existed in ebXML BPSS since v1.01 [2-The text is provided below]. This text inline with the intent specified in the eCommerce patterns (see under Reference). That initial intent premise is still valid. [3] * If retained, flags could be placed on binary collaboration to set flags that apply to ebMS at a minimum. Recommendation: * The more appropriate boundary appears to surround Intent not Binding. * Accurately define the intent of the isLegallyBinding attribute. The definition below I believe is fairly concise, in separating intent from bound responsibility. I think it should be emphasized and extended if required. * Propose to change isLegallyBinding to isLegallyEnforceable or isLegallyIntent. Open Items: 1. Quantify how this might affect ebMS or CPPA. With the differentiation between intent and binding, I think this may not elicit significant changes or issues. 2. Determine if we need an element rather than an attribute in case further constraints should be applied. Could the new 'variable' be used to apply a constraint? Would this assist in UBAC requirements? [1] implementer discussions in April 2004, special session with UBAC, editors' F2F (albeit briefly), for example. [2] Excerpt from ebXML BPSS technical specification: I've highlighted parts of the section with <<xxx>>. "Trading partners may wish to indicate that a Business Transaction performed as part of an ebXML arrangement is, or is not, intended to be binding. A <<<declaration of intent to be bound>>> is a key element in establishing the legal equivalence of an electronic message to an enforceable signed physical writing. Parties may create explicit evidence of that intent by (1) adopting the ebXML Business Process Specification Schema standard and (2) manipulating the parameter ("isLegallyBinding") designated by the standard to indicate that intent. <<<In some early electronic applications, trading partners have simply used the presence, or absence, of an electronic signature (such as under the XML- DSIG standard) to indicate that intent. However, documents which rely solely on the presence of a signature may or may not be correctly interpreted, if there is semantic content indicating that a so-called contract is a draft, or nonbinding, or the like.>>> In ebXML, the presence or absence of an electronic signature cannot indicate by itself legally binding assent, because XML-DSIG signatures are reserved for other uses as an assurance of sender identity and message integrity."" [3] Solemnization (Note: I am not rendering any legal opinion or definition, just providing the details provide to me on the original definition and use of this term. I have spoken with OASIS regarding this item.) ================================== References: eCommerce Patterns v1.0: http://www.ebxml.org/specs/index.htm#whitepapers, See Under Technical Reports. UBAC slides: http://www.oasis-open.org/apps/org/workgroup/ebxml-bp/download.php/6584/UBAC_overview_allslides_20040312.pdf Note: Look specifically at slides 4, 5 and 29 - a shortened set will be provided and uploaded. UBAC input from session: http://www.oasis-open.org/apps/org/workgroup/ebxml-bp/download.php/6697/ebbp-swedish-input-ubac-summary-v2pt0-042004.txt UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW (UNCITRAL) UNCITRAL Model Law on Electronic Commerce with Guide to Enactment, 1996, with additional article 5 bis as adopted in 1998 <http://www.uncitral.org/english/texts/electcom/ml-ecomm.htm> United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) ("CISG") <http://www.uncitral.org/english/texts/sales/CISG.htm> A/CN.9/WG.IV/WP.90 - Possible future work on electronic commerce - Transfer of rights in tangible goods and other rights <http://www.uncitral.org/english/workinggroups/wg_ec/wp-90e.pdf> TRADE FACILTATION RECOMMENDATIONS INCLUDING ICC http://www.unece.org/cefact/trafix/bdy_recs.htm ================================== @mm1
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