Article 2b as Legal Software for Electronic Contracting-Operating System or Trojan Horse?
Berkeley Technology Law Journal, Vol. 13, No. 4, 1998
Posted: 21 Jan 1999
The proposed draft of Article 2B of the Uniform Commercial Code can be thought of as akin to a complex computer software suite which seeks to dominate a market by offering all things to all people. In this article I suggest, however, that Article 2B's electronic contracting rules interoperate poorly with existing digital signature laws, and with some forms of electronic commerce. I also question whether Article 2B is the proper means to enact controversial rules that ordinarily would make consumers liable for fraudulent uses of their digital signatures by third parties. After considering Article 2B's potential interaction with existing digital signature laws, state consumer laws and liability rules, and the practices of Certificate Authorities, I suggest that Article 2B still contains several bugs in its code and is therefore still not ready for adoption.
NOTE: The article relies on the August 1, 1998 draft of 2B.
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