• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.20
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• pp.467-493
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• 2003

There are situations in e-commerce that are altogether new and to which the existing rules cannot apply. The uncertainty and business risk is too high for trading partners to deal with certainty. Therefore existing law must be changed to e-commerce law so that it provides certainty and enforceability in the e-commerce. Legal rules applying to the commerce and international commerce, in particular, contracts, proper law, jurisdiction and so on, have improved with time and experience. It has been found that the problems arising in the context of e-contracting were due to the absence of experience in electronic contracting and an absence of knowledge on how best to solve the problems. Thus, UNCITRAL Working Group on Electronic Commerce held an extensive discussion on issues related to electronic contracting and prepared and revised the Preliminary Draft Convention on International Contracts Concluded or Evidenced by Data Message from the thirty-ninth session in 2002 and prepared the Draft Convention from forty-first session which applies to international contracts concluded or evidenced by means of data messages. An electronic contract is concluded when the acceptance of an offer becomes effective, and an offer becomes effective when it is received by the offeree, and an acceptance of an offer becomes effective when the indication of assent is received by the offeror according to this Convention. Electronic contract may be concluded by the interaction of an automated computer system and natural person or by the interaction of automated computer systems, and a contract formed by a natural person that accesses an automated computer system of another person has no legal effect in case the neutral person made a material error in a data message. The purpose of this paper is to raise the understanding of the Convention on the Electronic Contracting by studying the contents of Draft Convention on Electronic Contracting and comparing Draft Convention with preliminary Draft Convention and finding the difference, characteristics and problem.

• 한국디지털정책학회:학술대회논문집
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• 2004.11a
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• pp.55-73
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• 2004

The Internet is a wonderland that can be enjoyed by the young, old, and those in-between. It is also a vast commercial market where many contracts are formed every second. The Internet and E-Commerce have created new situations that have generated sweeping proposals for fundamental changes in contract law. During the first half of the 20th Century. when many businesses expanded their geographic scope, there was a tremendous desire for uniform treatment of contracts for the sale of goods throughout the U.S.A. and the whole world. That same dynamic is now occurring in E-Commerce. There is a general recognition of the desirability of uniform contract law to govern E-commerce, but to date that does not exist, though there are extensive proposals for reform of contract law on the Internet. E-Commerce is currently plagued by some of the same problems that led to the passage of the UCC. In the absence of uniform legislation, state-by-state differences are inevitable with respect to E-Commerce. State-by-state differences in E-Commerce contract law is widely viewed as undesirable. To deal with this problem, a number of uniform bills have been proposed including UCITA, UETA, and revisions to Article 2 of the UCC (Subpart B). The thrust of these uniform acts is to create legal parity between paper records and electronic records. There is considerable resistance by consumer groups to this parity and progress towards Passage of UCITA, UETA, and revised Article 2 has been slow. The UCITA covers licenses of computer software but does not cover the sale oil goods on the Internet. The scope of the UCITA includes computer software. multimedia interactive products, computer data and databases, and Internet and online information, The UETA deals comprehensively with E-Commerce and contract law. The UCC covers the sale of goods, which does not necessarily involve E-Commerce. The basic principles of contract law are modified to deal with Internet transactions. Intent is inferred from the operations of electronic agents and "signatures" can occur with a response to an invitation to click to accept.

• Journal of Labour Economics
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• v.29 no.1
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• pp.75-98
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• 2006

This study shows a theoretical model, based on transaction cost theory, for the choice of alternative work arrangement, Suppose that standard labor contract (permanent and full-time) is a typical labor contract of within-organization transaction and alternative labor contracts of variety are in the spectrum between market and within-organization transaction, the type and size of the market transaction cost for a specific labor would determine the appropriate labor contract. Firm-specificity and level of skill, scope and uncertainty of tasks, and duration of contract are the major determinants of transaction cost which, in turn, determines the type of labor contract. This theoretical model implies that there will be occupational segregation between standard and alternative work arrangements and that the legal regulations for protecting employment and wage of non-standard workers might not be so effective as expected.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.23
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• pp.71-91
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• 2004

The purpose of this paper is to examine the effects and problems of acceptance with modifications according to CISG Art. 19, comparing with UCC ${\S}2-207$. First of all this author raised two legal issues encountered when there is an acceptance with modifications. Scenario one is as follows : "Before either party has taken further action, there is a rise or a fall in the price of goods, was there a binding contract ?" The UCC rules provide for a contract if a purchaser sends out a purchase order and the seller sends back a sales acknowledgement form, and the items on the front(the price, description, and quantity) match up. The CISG on the other hand, is that most of the terms and conditions on the backs of the forms are important. Therefore, if they are different, there should not be a contract. Scenario two is as follows : "There has been performance, A disputes arises. What terms and conditions apply ?" The CISG and the UCC will probably lead to different results in the event the parties exchange conflicting forms and subsequently perform. Assuming that the offeree's reply contains terms that are materially different from the offer, the UCC provides that the resulting contract will include only those terms on which the writings of the parties agree, excluding conflicting terms. The CISG treats the material additions as a counter-offer and, in accordance with Art. 18, the offeree's performance may be regarded as an acceptance of a contract containing all of the offeror's terms ; or the offeror's performance may be regarded as an acceptance of a contract containing all of the offeree's terms. Second, this author raised three problems in the Art. 19 as follows ; 1) It is very difficult in practical application to decide what is material alterations even if the CISG lists material terms as an example. 2) There is a possibility for the offeror to speculate in the circumstance of market fluctuation as he has a change to object to the discrepancy in the offeree's reply. 3) There is also a possibility of inducement for the offeror or the offeree to send its own reply as a last shot.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.65
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• pp.21-49
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• 2015

This study primarily concerns the various franchisor's duties provided under the Draft Common Frame of Reference (here-in-after DCFR) in comparison with those under Korean law. It particularly focuses on the followings. First, it scrutinizes the rules on the scope of application in a comparative way, focusing on the following questions; what is the definition of a franchise contract and what are the essential elements of such contract. Second, it investigates in a comparative way the provisons as to the franchisor's contractual duties as follows; 1) a duty to collaborate actively and loyally and coordinate their respective efforts, 2) a duty to provide the franchisee with adequate and timely information before the contract is concluded, 3) a duty to grant the franchisee a right to use the intellectual property rights, 4) a duty to provide the franchisee with the know-how, 5) a duty to render the franchisee with assistance, 6) a duty to ensure the products ordered by the franchisee are supplied, 7) a duty to provide information during the performance, 8) a duty to warn the franchisee decreased supply capacity, 9) a duty to make reasonable efforts to promote and maintain the reputation of the franchise network. Its emphasis is particularly put on the rationals, the contents and the nature of such duties. Third, this study provides legal and practical advice to the contracting parties when they intend to insert either the DCFR or Korean law in their contract as a governing law.

• Korean Journal of Construction Engineering and Management
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• v.2 no.4 s.8
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• pp.69-79
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• 2001

Characteristics of Contactor's Defect Liability was too many discussed. But it's not clearly defined yet. Because recent Government Construction Projects are very complex and executed through long time, too many conflicts were appeared related to Contactor's Defect Liability. Therefore to analyse and to resolve the conflicts legal aspects of Contactor's Defect Liability stated in Civil Law and Government Contract Act was systematically compared. The result of this research is as follows : (1) Characteristic of Contactor's Defect must be regarded as a breach of Contract and be an incomplete contract implementation. (2) To decide the range of Damage, Characteristic of Defect must be regarded. (3) Contactor's Defect Liability must be effectual from the day of delivery. (4) Retainage must be added to secure the completion during the Contract Period and Defect Repairing Liability must be omitted in the Contract performance Security.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.20
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• pp.63-82
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• 2003

The time of examination of buyer in international sales contract is very significant, because the time is related with the period of claim in buyer's aspect. From the legal point of view, the time of delivery, the time of examination and the time of quality decision should be in accord. But the buyer, whose main place of business is located in importing country, wants to examine the goods in his own country. Therefore in CIF or FOB Contract, the place of delivery and the place of examination are divided. Thus the CISG, the Common Law System and the Civil Law System including Korean Law stipulate the buyer's examination at the destination if the sales contract involves carriage of the goods. This author, from the buyer's perspective, would like to make the following suggestions in regard to the time of examination when the sales contract is made. First, the time of examination and the time of quality decision should be in accord, even though the time of delivery is different. Second, the buyer should clearly indicate the time, the place, the inspector, the particulars and the burden of proof in regard to examination when contracting. Third, the buyer should also clearly indicate the period of notice for the lack of conformity in Claim Clause of sales contract, which should be counted from the time of examination. Fourth, the buyer should remember that he many lose the right to rely on the lack of conformity of the goods if he does not give the seller notice thereof within the stipulated time or reasonable time. Finally, if the buyer wants, to examine the goods at the place of shipment, it is desirable for the buyer to designate internationally recognized inspection organization like SGS.

• Journal of Arbitration Studies
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• v.31 no.1
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• pp.83-105
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• 2021

If aggrieving consumers or employees cannot prove both substantive and procedural unconscionability, many U.S. state courts will enforce arbitration agreements. Additionally, U.S. courts weigh a variety of factors to determine whether an arbitration agreement is substantively unconscionable. For example, U.S. courts have considered one or a combination of the following factors: (1) the fairness of contractual terms; (2) the severity of contractual terms' deviation from prevailing standards, customs, or practices within a particular industry; (3) the reasonableness of goods-and-services contract prices; (4) the commercial reasonableness of the contract terms; (5) the purpose and effect of the terms and (6) "the allocation of risks between the parties." Further, procedural unconscionability characterized by surprise or lack of knowledge focuses on terms that are deceptively hidden in a mass of contract language, the object of another concealment, or imposed in the circumstances involving haste or high-pressure tactics so that they are not likely to be read or understood. This unconscionability doctrine can be applied to a situation where an alcoholic dementia-afflicted older adult is admitted to a nursing home. At that time, because she had alcoholic dementia, which precluded her reading, comprehending, writing, negotiating, or signing of any legal document, her son, who did not understand the adhesion contract, signed the standardized residential contract and the arbitration agreement.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.20
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• pp.113-127
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• 2003

In some legal systems property passes at the time of the conclusion of the contract. In other legal systems property passes at some later time such as the time at which the goods are delivered to the buyer. It was not regarded possible to unify the rule on this point nor was it regarded necessary to do so since rules are provided by this CISG for several questions linked, at least in certain legal systems, to the passing of property. Even though the CISG rules that it does not govern the passing of property in the goods sold, it does not exclude completely the effect which the contract may have on the property in the goods sold. Problems that under some domestic systems are decided by reference to the "property" concept are governed by specific provisions of the CISG. First of All, the CISG(Arts. 41 and 42) deals with seller's obligation to the buyer that the goods be free of third party claims. Moreover, Article 45 gives a buyer the right to require the seller to deliver goods that the seller wrongfully withholds. Secondly, Article 81(2) gives a seller the right to claim restitution of goods for which the buyer fails to pay. Domestic law must respect these rights as between the seller and buyer; if such rights between the parties prevail over the claims of creditors or other third parties under domestic law, domestic tribunals should give the same effect to rights established by the CISG. Thirdly, the right to sell the goods arises where there has been an unreasonable delay by the party in taking possession of them or in taking them back(Article 88).

• Korean Journal of Construction Engineering and Management
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• v.21 no.4
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• pp.82-89
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• 2020

Article 64 of the Enforcement Decree of the National Contract Act The requirement of the pre-amendment statute related to the adjustment of the contract price was 5% or more of the price fluctuation rate from the date of the contract. However, the meeting requirement was changed from 5% or more to 3% or more from the date of signing of the Presidential Decree No. 19035 to 2005. 9. 8. The method of adjusting the contract amount was also changed to determine the contractor's desired adjustment method at the time of contract. Alleviating these requirements and revising the empowerment of contract partners is intended to prevent difficulties in achieving smooth objectives by applying to public construction contractors without unfairly benefiting or unfavorable to contract partners. Even if the standards are relaxed and the rights are secured as described above, if the existing provisions for the adjustment of price fluctuation are applied, unlike the original purpose of the government system, the Korea Bank's price economic statistics classification method and the contract construction classification criteria applied in public construction work Due to the inconsistency, it can be seen that the amount of adjustment for price fluctuation by construction type is excessive and underestimated. Therefore, the purpose of this study is to analyze problems through cases and to make appropriate construction cost adjustment through improvement measures.