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The Uniform Electronic Transactions Act (UETA)........................ The National Conference of Commissioners on Uniform State Laws (NCCUSL) adopted the UETA on July 29,1999. The UETA's purpose is to provide a uniform national framework governing use and application of electronic transactions. 2 ......................... The act defines the terms "record," "electronic record," and "electronic signature" and provides as a general rule that electronic records and signatures satisfy legal requirements that a record be in writing or signed. The UETA also applies only to transactions between parties when each has agreed to conduct transactions by electronic means. Some types of transactions will be exempt. Although the UETA is intended to have broad application, under certain circumstances transactions governed by the Uniform Commercial Code (UCC) or the Uniform Computer Information Transactions Act (UCITA) will be excluded from the statute's affect. 3 ...n ................... The UETA contains provisions governing provision or transmission of information in electronic form, attribution of electronic records and si.gnatures, distributing risk of error in electronic transmissions, and retention of "original" electronic records. Other provisions govern automated electronic transactions or the use of so-called electronic "agents" and acceptance of electronic records and.signatures by governmental agencies. 4 ............................................. The UETA also creates a form of electronic negotiable instrument, called a "transferable record." As long as an entity has "control" of the transferable record, it is a holder of the record as defined by UCC § 1- 201(20) and has the same rights and defenses as a holder of a negotiable instrument or document under UCC Articles 3, 7, and 9.The requirements of delivery, possession, and endorsement are eliminated. 5 ......................................... A person has "control" over the record if "a system employed for evidencing the transfer of interests in the transferable record reliably established that person as the person to which the transferable record was issued or transferred."This requirement can be met by a system that creates, stores, and assigns the transferable record in a manner that satisfies six specific conditions listed in the UETA. The UETA will affect the rules governing creation of enforceable contracts or instruments. Transactions existing or signed electronically that might be unenforceable under traditional principles of law may become enforceable when taking into account the UETA's provisions. 14 Collocations with Act Complete each of the sentences below describing what the UETAdoes using the verbs in the box. applies to contains creates defines provide 1 The Act the terms 'record', 'electronic record' and 'electronic signature' . 2 The Act .. transactions between parties who have consented to carry out business transactions electronically. 3 The purpose of the Act is to a uniform national framework which regulates the use and application of electronic transactions. 4 The Act . provisions governing how information is provided and transmitted in electronic form. S The Act a form of electronic negotiable instrument which is known as a 'transferable record'. 15Complete these expressions, which follow their definitions. 1 To be excused from a requirement: to be e . from (paragraph 2) 2 To be put into effect in many cases: to have broad a (paragraph 2) 3 Agreements in which one or other party can legally force the other party to perform: e c (paragraph 5) 16Has similar legislation been enacted in your jurisdiction governing the creation and use of electronic negotiable instruments? If so, describe which aspects of electronic negotiable instruments it governs. n 9 2. nior When encountering problems with a case, it is common for junior lawyers to request advice from senior partners in a law firm. A senior partner may have experience with similar cases,may be aware of relevant legislation or court decisions, or may be able to refer the junior colleague to other colleagues who are experienced in the matter at hand. The following dialogue between two lawyers [Ms Turner and MsWadman] involves a realestate transaction and a promissory note. 17~;:: Listen to the first part of the dialogue. What is the problem? Why do you think this is a problem? 18~;:: Listen to the second part of the dialogue and decide whether these statements are true or false. 1 The senior partner suggests that the document could be signed by fax. 2 The senior partner recommends that the lawyer bring the document to the prison and have it signed there. 3 The senior partner states that revisions to the UCC make it possible for the document to be signed by the agent on behalf of the others. 4 One suggestion made by the senior partner is that the document could be signed electronically. S The senior partner suggests signing the document in a few months. 6 The senior partner advises her colleague that the document could be delivered by courier, signed and then returned by courier. Unit 12 Negotiable instruments E 19III::: Listen to both parts of the dialogue again and choose the best answer to each of these questions. 1 Why does the senior lawyer advise her colleague to make sure the promissory note is signed by all of the principals? a So that the real-estate deal can go through on time b So that the client can sue on the promissory note against all of them c So that the client does not have to bother locating all of the principals 2 Why is Ness vs. Greater Arizona Realty, Inc. discussed in this context? a Because it indicates that an agent can be liable on a note when he fails to disclose his representative capacity b Because it indicates that several people can be liable for a single instrument c Because it indicates what the previous law was regarding this issue 3 What does the senior lawyer say about signatures by fax? a That they are legal in their jurisdiction b That the junior lawyer should ask a colleague how they work c That they cannot be used for real-estate deals ng s 9 0 Look at some of the expressions used by the senJor lawyer in the previous dialogue when making suggestions to her colleague. I suggest that you tell your client to refuse to accept the note until it bas been signed by all of the principals. I recommend that you advise the buyer that there are ways to get his business partners to sign the promissory note. Why don't you propose that aptian? I would advise you tolook into e-signatures. One other way of getting the signatures of all of the principalsWoulci beto send the document by courier and have it signed. Both suggest and recommend can also be followed by a verb + ---ingform (see Unit 7): I suggest telling your client... I recommend advising the buyer that.,. 20These phrases can be used to make suggestions and recommendations. For each pair of phrases, decide which one is more formal (F) and which is more informal (I). The formal phrases are more suitable for use in a letter to or in an interview with a client or colleague who you don't know well, while the informal ones are more appropriate for conversations with (or emails to) a client or colleague with whom you have a friendly working relationship. EXAMPLE:Why don't you... [] I would advise you to ... [£] 1 I propose that you... 2 Try... 3 I recommendthat... DDD Whynot ...? Perhapsyou could... Howabout... ? D D D , 21Imagine you are providing advice to a client and suggest ways of getting the signature of the person who is on a boat in the Caribbean. Decide if your relationship with your client is formal or informal and use appropriate expressions for making suggestions. ing 2. ng ng 22The junior lawyer, Ms Wadman, wants to write an email toherclient.Mr SA N MS A W~EER Lawson, recommending that he should not accept the promissory note for the »p.299 down payment on the property if it has only been signed by one of the principals. Ms Wadman also thinks it is not a good idea to do business with a man who is in jail. Making use of the phrases for making suggestions, write an email in which you should: () state the reasons for writing; () give advice concerning the promissory note; () make suggestions regarding the prospective buyer in jail; () offer to provide further assistance, if necessary. G. Unit 12 To improve your web-based research skills, visit www.cambridge.orgjeltjlegalenglish.click on Research Tasks and choose Task 12. Unit 12 Negotiable instruments E Language 1 Vocabulary: distinguishing meaningWhich word in each group is the odd one out? You may need to consult a dictionary to distinguish the differences in meaning. 1 upon request ~ on demand 2 monetary outstandihg unpaid due 3 main most important principle principal 4 increase incur accrue accumulate 5 meet a requirement make a requirement fulfil a requirement 6 suggest advise when needed satisfy a requirement impose recommend 2 Vocabulary: legal LatinComplete the sentences below using the Latin expressions in the box. lOur firm can assist you in the drawing up of all forms of negotiable instruments and other paper that is negotiable by mere delivery bearer checks, drafts or notes) or by delivery and endorsement (uu.uuuuuu..u order checks, drafts or notes). 2 An instrument is a document used for making some payment and it is negotiable, ,... its ownership can be easily transferred. 3 The note, payable in monthly instalments of $100 or more, bears interest at 10 per cent with penalty for late payments. 4 The company engages in lending of all kinds, including, ""'''''''''''''.'''''''' consumer credit, mortgage credit and the financing of commercial transactions. 3 Word formationComplete this table by filling in the correct adjectival or adverbial forms of the words listed. Underline the stressed syllable in each word with more than one syllable. r JF'i'Ht'r:} basic b!A-sLcoJly electronically principal reliable specifically stri ct uniform PrepositionsThe text below is an excerpt from the Uniform Electronic Transactions Act discussed in Reading 3. Complete it using prepositions in the box. SECTION 16: TRANSFERABLE RECORDS (a) In this section, "transferable record" means an electronic record that: (1) would be a note 1)0:n4~.. Article 3 of the Uniform Commercial Code or a document under Article 7 of the Uniform Commercial Code if the electronic record were 2).writing; and (2) the issuer of the electronic record expressly has agreed is a transferable record. (b) A person has control 3)a transferablerecordif a system employed 4).m evidencing the transfer of interests in the transferable record reliably establishes that person as the person 5). which the transferable record was issued or transferred. (c) A system satisfiessubsection (b), and a person is deemed to havecontrol of a transferablerecord,if the transferablerecord is created,stored,and assigned6)'" sucha mannerthat: (1) a singleauthoritativecopy 7)the transferablerecord exists which is unique, identifiable,and, except as otherwise provided t3)paragraphs(4), (5), and (6), unalterable. Vocabulary: word choiceComplete this excerpt from a promissory note by choosing the correct word in each case. DUE DATE: The entire his Note together with any and all interest 1)installed / increased / hereon shall be 2)owed / due / indebted and payable in full on the 27th day of February, 2008. DEFAULTINTEREST:After 3)instalment / maturity / demand, or failure to make any payment, any unpaid 4)principal/principle / money shall accrue interest at the rate of eighteen percent (18%)5)pro rata / per se / per annum OR the maximum rate allowed by law, whichever is less, during such period of Maker's default under this Note. PREPAYMENT6:)Holder / Maker / Payeemay prepay all or part of the balance owed under this Note at any time without penalty. CURRENCY: All principal and interest payments shall be made lawful/current money of the United States. 7')actual/ 13,~'".," Date: 2015-12-11; view: 1589
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