Vol 7 No 1 - Roger Williams University School of Law

transactions involving goods other than tangible goods, such asthe so-called “virtual goods” or rights in data, was an avenue thatshould be approached with caution, given the uncertainty ofachieving consensus on a harmonized regime.”44 Nonetheless, thereport cryptically noted:There was general agreement within the WorkingGroup that existing international instruments, notablythe United Nations Sales Convention, did not cover avariety of transactions currently made online and that itmight be useful to develop harmonized rules to governinternational transactions other than sales of movabletangible goods in the traditional sense. The WorkingGroup proceeded to consider what elements should betaken into account to define the scope of application ofsuch a new international regime.45Ultimately, the Working Group to the Commissionrecommended that preparation of a legal instrument “dealing withcertain legal issues in electronic contracting be begun on a prioritybasis.”46 What is unclear is the extent to which that instrumentwill include work in the area of software, computer informationand licensing.47 Also unclear is the extent to which UCITA will beused as a model in those deliberations. The Secretariat, in itsreport to the Working Group on the issue, noted the existence ofother instruments, including UCITA, designed to harmonizecertain areas of electronic commerce and suggested that furtherstudy of these rules needed to be undertaken.48 Undoubtedly44. Id.45. Id. 115 (emphasis added).46. Id. 134.47. There are “electronic contracting” and scope issues under the CISG that do notimplicate the question of whether the CISG should be extended beyond the sale ofgoods: how to determine the “internationality” of a transaction for purposes ofdetermining the applicability of the Convention; the “place of conclusion of thecontract”; who are parties to the sales convention, especially when automated systemsor “electronic agents” are used; coverage of consumer contracts and particularlyconsumer protection issues; offer and acceptance, including manifestation of assent;receipt and dispatch. Id. 96-113, 119-22, 125-27.48. Legal Aspects, supra note 39, 7.As an example of such rules that may require further study, the UniformComputer Information Transactions Act (UCITA) was developed in theUnited States of America, since it was felt that the approach of the ‘sale ofgoods’ transactions embodied in the Uniform Commercial Code (UCC) was