United Nations

A/RES/51/162


General Assembly

Distr. GENERAL  

30 January 1997

ORIGINAL:
ENGLISH



Fifty-first session
Agenda item 148


                  RESOLUTION ADOPTED BY THE GENERAL ASSEMBLY

               [on the report of the Sixth Committee (A/51/628)]


            51/162.  Model Law on Electronic Commerce adopted
                     by the United Nations Commission on
                     International Trade Law

      The General Assembly,

      Recalling its resolution 2205 (XXI) of 17 December 1966, by which
it created the United Nations Commission on International Trade Law,
with a mandate to further the progressive harmonization and
unification of the law of international trade and in that respect to
bear in mind the interests of all peoples, in particular those of
developing countries, in the extensive development of international
trade, 

      Noting that an increasing number of transactions in international
trade are carried out by means of electronic data interchange and
other means of communication, commonly referred to as "electronic
commerce", which involve the use of alternatives to paper-based
methods of communication and storage of information,

      Recalling the recommendation on the legal value of computer
records adopted by the Commission at its eighteenth session, in 1985, 1/
and paragraph 5 (b) of General Assembly resolution 40/71 of
11 December 1985, in which the Assembly called upon Governments and
international organizations to take action, where appropriate, in
conformity with the recommendation of the Commission, 1/ so as to ensure
legal security in the context of the widest possible use of automated
data processing in international trade,

      Convinced that the establishment of a model law facilitating the
use of electronic commerce that is acceptable to States with different
legal, social and economic systems could contribute significantly to
the development of harmonious international economic relations,

      Noting that the Model Law on Electronic Commerce was adopted by
the Commission at its twenty-ninth session after consideration of the
observations of Governments and interested organizations,

      Believing that the adoption of the Model Law on Electronic
Commerce by the Commission will assist all States significantly in
enhancing their legislation governing the use of alternatives to
paper-based methods of communication and storage of information and in
formulating such legislation where none currently exists,

      1.    Expresses its appreciation to the United Nations Commission
on International Trade Law for completing and adopting the Model Law
on Electronic Commerce contained in the annex to the present
resolution and for preparing the Guide to Enactment of the Model Law;

      2.    Recommends that all States give favourable consideration to
the Model Law when they enact or revise their laws, in view of the
need for uniformity of the law applicable to alternatives to paper-
based methods of communication and storage of information;

      3.    Recommends also that all efforts be made to ensure that the
Model Law, together with the Guide, become generally known and
available.

                                                          85th plenary meeting
                                                              16 December 1996


                                     ANNEX

            Model Law on Electronic Commerce of the United Nations
                     Commission on International Trade Law

                   PART ONE.  ELECTRONIC COMMERCE IN GENERAL

                        CHAPTER I.  GENERAL PROVISIONS

                                   Article 1

                           Sphere of application 2/

      This Law 3/ applies to any kind of information in the form of a
data message used in the context 4/ of commercial 5/ activities.


                                   Article 2

                                  Definitions

      For the purposes of this Law:

      (a)   "Data message" means information generated, sent, received
or stored by electronic, optical or similar means including, but not
limited to, electronic data interchange (EDI), electronic mail,
telegram, telex or telecopy;

      (b)   "Electronic data interchange (EDI)" means the electronic
transfer from computer to computer of information using an agreed
standard to structure the information;

      (c)   "Originator" of a data message means a person by whom, or on
whose behalf, the data message purports to have been sent or generated
prior to storage, if any, but it does not include a person acting as
an intermediary with respect to that data message;

      (d)   "Addressee" of a data message means a person who is intended
by the originator to receive the data message, but does not include a
person acting as an intermediary with respect to that data message;

      (e)   "Intermediary", with respect to a particular data message,
means a person who, on behalf of another person, sends, receives or
stores that data message or provides other services with respect to
that data message;

      (f)   "Information system" means a system for generating, sending,
receiving, storing or otherwise processing data messages.


                                   Article 3

                                Interpretation

1.    In the interpretation of this Law, regard is to be had to its
international origin and to the need to promote uniformity in its
application and the observance of good faith.

2.    Questions concerning matters governed by this Law that are not
expressly settled in it are to be settled in conformity with the
general principles on which this Law is based.


                                   Article 4

                            Variation by agreement

1.    As between parties involved in generating, sending, receiving,
storing or otherwise processing data messages, and except as otherwise
provided, the provisions of chapter III may be varied by agreement.

2.    Paragraph 1 does not affect any right that may exist to modify by
agreement any rule of law referred to in chapter II.


        CHAPTER II.  APPLICATION OF LEGAL REQUIREMENTS TO DATA MESSAGES

                                   Article 5

                      Legal recognition of data messages

      Information shall not be denied legal effect, validity or
enforceability solely on the grounds that it is in the form of a data
message.


                                   Article 6

                                    Writing

1.    Where the law requires information to be in writing, that
requirement is met by a data message if the information contained
therein is accessible so as to be usable for subsequent reference.

2.    Paragraph 1 applies whether the requirement therein is in the
form of an obligation or whether the law simply provides consequences
for the information not being in writing.

3.    The provisions of this article do not apply to the following: 
[...].


                                   Article 7

                                   Signature

1.    Where the law requires a signature of a person, that requirement
is met in relation to a data message if:

      (a)   A method is used to identify that person and to indicate
that person's approval of the information contained in the data
message; and

      (b)   That method is as reliable as was appropriate for the
purpose for which the data message was generated or communicated, in
the light of all the circumstances, including any relevant agreement.

2.    Paragraph 1 applies whether the requirement therein is in the
form of an obligation or whether the law simply provides consequences
for the absence of a signature.

3.    The provisions of this article do not apply to the following: 
[...].


                                   Article 8

                                   Original

1.    Where the law requires information to be presented or retained in
its original form, that requirement is met by a data message if:

      (a)   There exists a reliable assurance as to the integrity of the
information from the time when it was first generated in its final
form, as a data message or otherwise; and

      (b)   Where it is required that information be presented, that
information is capable of being displayed to the person to whom it is
to be presented.

2.    Paragraph 1 applies whether the requirement therein is in the
form of an obligation or whether the law simply provides consequences
for the information not being presented or retained in its original
form.

3.    For the purposes of subparagraph (a) of paragraph 1:

      (a)   The criteria for assessing integrity shall be whether the
information has remained complete and unaltered, apart from the
addition of any endorsement and any change which arises in the normal
course of communication, storage and display; and

      (b)   The standard of reliability required shall be assessed in
the light of the purpose for which the information was generated and
in the light of all the relevant circumstances.

4.    The provisions of this article do not apply to the following: 
[...].


                                   Article 9

             Admissibility and evidential weight of data messages

1.    In any legal proceedings, nothing in the application of the rules
of evidence shall apply so as to deny the admissibility of a data
message in evidence:

      (a)   On the sole ground that it is a data message; or

      (b)   If it is the best evidence that the person adducing it could
reasonably be expected to obtain, on the grounds that it is not in its
original form.

2.    Information in the form of a data message shall be given due
evidential weight.  In assessing the evidential weight of a data
message, regard shall be had to the reliability of the manner in which
the data message was generated, stored or communicated, to the
reliability of the manner in which the integrity of the information
was maintained, to the manner in which its originator was identified,
and to any other relevant factor.

                                  Article 10

                          Retention of data messages

1.    Where the law requires that certain documents, records or
information be retained, that requirement is met by retaining data
messages, provided that the following conditions are satisfied:

      (a)   The information contained therein is accessible so as to be
usable for subsequent reference; and

      (b)   The data message is retained in the format in which it was
generated, sent or received, or in a format which can be demonstrated
to represent accurately the information generated, sent or received;
and

      (c)   Such information, if any, is retained as enables the
identification of the origin and destination of a data message and the
date and time when it was sent or received.

2.    An obligation to retain documents, records or information in
accordance with paragraph 1 does not extend to any information the
sole purpose of which is to enable the message to be sent or received.

3.    A person may satisfy the requirement referred to in paragraph 1
by using the services of any other person, provided that the
conditions set forth in subparagraphs (a), (b) and (c) of paragraph 1
are met.


                 CHAPTER III.  COMMUNICATION OF DATA MESSAGES

                                  Article 11

                      Formation and validity of contracts

1.    In the context of contract formation, unless otherwise agreed by
the parties, an offer and the acceptance of an offer may be expressed
by means of data messages.  Where a data message is used in the
formation of a contract, that contract shall not be denied validity or
enforceability on the sole ground that a data message was used for
that purpose.

2.    The provisions of this article do not apply to the following: 
[...].


                                  Article 12

                    Recognition by parties of data messages

1.    As between the originator and the addressee of a data message, a
declaration of will or other statement shall not be denied legal
effect, validity or enforceability solely on the grounds that it is in
the form of a data message.

2.    The provisions of this article do not apply to the following: 
[...].


                                  Article 13

                         Attribution of data messages

1.    A data message is that of the originator if it was sent by the
originator itself.

2.    As between the originator and the addressee, a data message is
deemed to be that of the originator if it was sent:

      (a)   By a person who had the authority to act on behalf of the
originator in respect of that data message; or

      (b)   By an information system programmed by or on behalf of the
originator to operate automatically.

3.    As between the originator and the addressee, an addressee is
entitled to regard a data message as being that of the originator, and
to act on that assumption, if:

      (a)   In order to ascertain whether the data message was that of
the originator, the addressee properly applied a procedure previously
agreed to by the originator for that purpose; or

      (b)   The data message as received by the addressee resulted from
the actions of a person whose relationship with the originator or with
any agent of the originator enabled that person to gain access to a
method used by the originator to identify data messages as its own.

4.    Paragraph 3 does not apply:

      (a)   As of the time when the addressee has both received notice
from the originator that the data message is not that of the
originator and has had reasonable time to act accordingly; or

      (b)   In a case within paragraph 3 (b), at any time when the
addressee knew or should have known, had it exercised reasonable care
or used any agreed procedure, that the data message was not that of
the originator.

5.    Where a data message is that of the originator or is deemed to be
that of the originator, or the addressee is entitled to act on that
assumption, then, as between the originator and the addressee, the
addressee is entitled to regard the data message as received as being
what the originator intended to send, and to act on that assumption. 
The addressee is not so entitled when it knew or should have known,
had it exercised reasonable care or used any agreed procedure, that
the transmission resulted in any error in the data message as
received.

6.    The addressee is entitled to regard each data message received as
a separate data message and to act on that assumption, except to the
extent that it duplicates another data message and the addressee knew
or should have known, had it exercised reasonable care or used any
agreed procedure, that the data message was a duplicate.


                                  Article 14

                          Acknowledgement of receipt

1.    Paragraphs 2 to 4 of this article apply where, on or before
sending a data message, or by means of that data message, the
originator has requested or has agreed with the addressee that receipt
of the data message be acknowledged.

2.    Where the originator has not agreed with the addressee that the
acknowledgement be given in a particular form or by a particular
method, an acknowledgement may be given by:

      (a)   Any communication by the addressee, automated or otherwise;
or

      (b)   Any conduct of the addressee,

sufficient to indicate to the originator that the data message has
been received.

3.    Where the originator has stated that the data message is
conditional on receipt of the acknowledgement, the data message is
treated as though it has never been sent, until the acknowledgement is
received.

4.    Where the originator has not stated that the data message is
conditional on receipt of the acknowledgement, and the acknowledgement
has not been received by the originator within the time specified or
agreed or, if no time has been specified or agreed, within a
reasonable time the originator:

      (a)   May give notice to the addressee stating that no
acknowledgement has been received and specifying a reasonable time by
which the acknowledgement must be received; and

      (b)   If the acknowledgement is not received within the time
specified in subparagraph (a), may, upon notice to the addressee,
treat the data message as though it had never been sent, or exercise
any other rights it may have.

5.    Where the originator receives the addressee's acknowledgement of
receipt, it is presumed that the related data message was received by
the addressee.  That presumption does not imply that the data message
corresponds to the message received.

6.    Where the received acknowledgement states that the related data
message met technical requirements, either agreed upon or set forth in
applicable standards, it is presumed that those requirements have been
met.

7.    Except insofar as it relates to the sending or receipt of the
data message, this article is not intended to deal with the legal
consequences that may flow either from that data message or from the
acknowledgement of its receipt.


                                  Article 15

            Time and place of dispatch and receipt of data message

1.    Unless otherwise agreed between the originator and the addressee,
the dispatch of a data message occurs when it enters an information
system outside the control of the originator or of the person who sent
the data message on behalf of the originator.

2.    Unless otherwise agreed between the originator and the addressee,
the time of receipt of a data message is determined as follows:

      (a)   If the addressee has designated an information system for
the purpose of receiving data messages, receipt occurs:

     (i) At the time when the data message enters the designated
         information system; or

    (ii) If the data message is sent to an information system of the
         addressee that is not the designated information system, at
         the time when the data message is retrieved by the addressee;

     (b) If the addressee has not designated an information system,
receipt occurs when the data message enters an information system of
the addressee.

3.   Paragraph 2 applies notwithstanding the fact that the place where
the information system is located may be different from the place
where the data message is deemed to be received under paragraph 4.

4.   Unless otherwise agreed between the originator and the addressee,
a data message is deemed to be dispatched at the place where the
originator has its place of business, and is deemed to be received at
the place where the addressee has its place of business.  For the
purposes of this paragraph:

     (a) If the originator or the addressee has more than one place of
business, the place of business is that which has the closest
relationship to the underlying transaction or, where there is no
underlying transaction, the principal place of business;

     (b) If the originator or the addressee does not have a place of
business, reference is to be made to its habitual residence.

5.   The provisions of this article do not apply to the following: 
[...].


               PART TWO.  ELECTRONIC COMMERCE IN SPECIFIC AREAS

                         CHAPTER I.  CARRIAGE OF GOODS

                                  Article 16

               Actions related to contracts of carriage of goods

   Without derogating from the provisions of part one of this Law,
this chapter applies to any action in connection with, or in pursuance
of, a contract of carriage of goods, including but not limited to:

   (a)      (i)   Furnishing the marks, number, quantity or weight of
          goods;

           (ii)   Stating or declaring the nature or value of goods;

          (iii)   Issuing a receipt for goods;

           (iv)   Confirming that goods have been loaded;

   (b)      (i)   Notifying a person of terms and conditions of the contract;

           (ii)   Giving instructions to a carrier;

   (c)      (i)   Claiming delivery of goods;

           (ii)   Authorizing release of goods;

          (iii)   Giving notice of loss of, or damage to, goods;

   (d)    Giving any other notice or statement in connection with the
performance of the contract;

   (e)    Undertaking to deliver goods to a named person or a person
authorized to claim delivery;

   (f)    Granting, acquiring, renouncing, surrendering, transferring
or negotiating rights in goods;

   (g)    Acquiring or transferring rights and obligations under the
contract.


                                  Article 17

                              Transport documents

1. Subject to paragraph 3, where the law requires that any action
referred to in article 16 be carried out in writing or by using a
paper document, that requirement is met if the action is carried out
by using one or more data messages.

2. Paragraph 1 applies whether the requirement therein is in the form
of an obligation or whether the law simply provides consequences for
failing either to carry out the action in writing or to use a paper
document.

3. If a right is to be granted to, or an obligation is to be acquired
by, one person and no other person, and if the law requires that, in
order to effect this, the right or obligation must be conveyed to that
person by the transfer, or use of, a paper document, that requirement
is met if the right or obligation is conveyed by using one or more
data messages, provided that a reliable method is used to render such
data message or messages unique.

4. For the purposes of paragraph 3, the standard of reliability
required shall be assessed in the light of the purpose for which the
right or obligation was conveyed and in the light of all the
circumstances, including any relevant agreement.

5. Where one or more data messages are used to effect any action in
subparagraphs (f) and (g) of article 16, no paper document used to
effect any such action is valid unless the use of data messages has
been terminated and replaced by the use of paper documents.  A paper
document issued in these circumstances shall contain a statement of
such termination.  The replacement of data messages by paper documents
shall not affect the rights or obligations of the parties involved.

6. If a rule of law is compulsorily applicable to a contract of
carriage of goods which is in, or is evidenced by, a paper document,
that rule shall not be inapplicable to such a contract of carriage of
goods that is evidenced by one or more data messages by reason of the
fact that the contract is evidenced by such data message or messages
instead of by a paper document.

7. The provisions of this article do not apply to the following: 
[...].


                                     Notes

1/ See Official Records of the General Assembly, Fortieth Session,
Supplement No. 17 (A/40/17), chap. VI, sect. B.

2/ The Commission suggests the following text for States that might
wish to limit the applicability of this Law to international data
messages:

       "This Law applies to a data message as defined in paragraph 1 of
   article 2 where the data message relates to international
   commerce."

3/ This Law does not override any rule of law intended for the
protection of consumers.

4/ The Commission suggests the following text for States that might
wish to extend the applicability of this Law:

       "This Law applies to any kind of information in the form of a
   data message, except in the following situations:  [...]."

5/ The term "commercial" should be given a wide interpretation so as
to cover matters arising from all relationships of a commercial
nature, whether contractual or not.  Relationships of a commercial
nature include, but are not limited to, the following transactions: 
any trade transaction for the supply or exchange of goods or services;
distribution agreement; commercial representation or agency;
factoring; leasing; construction of works; consulting; engineering;
licensing; investment; financing; banking; insurance; exploitation
agreement or concession; joint venture and other forms of industrial
or business cooperation; carriage of goods or passengers by air, sea,
rail or road.

 

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Date last posted: 10 January 2000 10:55:20
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