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Electronic Signatures in International Contracts


Carolina Monica Laborde

Electronic signature legislation seeks to facilitate e-commerce by providing an electronic equivalent to handwritten signatures in paper-based contracts. However, electronic signature legislation enacted in the past years in different jurisdictions has followed a dissimilar approach. In light thereof, this book analyzes the legal validity of electronic signatures in international contracts potentially subject to divergent electronic signature regulation. To this end, four major issues are addressed: the technological and legal concept of electronic signatures; the legal regulation of electronic signatures; the determination of the electronic signature legislation that will be applicable to an international contract; and, finally, the implications of applying one electronic signature law or another. The research covers the laws of Argentina, Germany and the United States of America as well as international conventions.


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C. US law 200


200 Part III: Electronic signatures and international contracts C. US law I. International contracts According to Section 1-301 of the UCC a transaction is deemed international if it bears a reasonable relation to a foreign country. Several factors are taken into account to consider whether a contract has connections with a foreign country, such as, the place of negotiation, the place of contracting, the nationality of the parties or the nature of the transaction.667 II. Formal validity Under US law, a contract is formally valid if it complies with the law of the place where entered into or with the law governing the contract.668 Therefore, a contract may comply with the formal requirements either of the lex causae or of the lex loci contractus. III. Applicable law The law applicable to the contract is the law chosen by the parties669 and, absent a choice, the law with the most significant relationship to the transaction.670 The power to choose the law applicable to the contract has a long tradition in the United States of America.671 However, it is subject to certain restrictions. In the first place, the law chosen shall bear a substantial relationship to the parties or the contract or, absent a substantial relationship, then a reasonable basis must exist for the parties´ choice of that law.672 In the second place, the chosen law shall not affect the public policy of the forum judge.673 667 Delaume, What is an international contract? An American and a Gallic Dilemma, The International and...

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