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: 1433