Vol 7 No 1 - Roger Williams University School of Law

narrowed scope, however, there are those who have pointed outthat the multiplicity of types of transactions covered by UCITA(ranging from off-the-shelf purchases of software, to accesscontracts, to contracts and to design software or databases) makesa “one size fits all” strategy unworkable.111 “The net result is that(UCITA), in trying to be all things to all types of computertransactions, has reached a level of complexity that is at oddswith . . . [the] goals of simplicity and clarification.”112A second factor contributing to the length and complexity wasthe desire to include provisions that were deemed essential to“sell” UCITA to legislatures and others. One such set ofprovisions are those dealing with contracting electronically (e.g.,using electronic mail or the Internet).113 Ironically, at the sametime UCITA was being drafted, the National Conference wasworking on a separate product—the Uniform ElectronicTransactions Act114—covering precisely those issues: electroniccontracting. Questions were repeatedly raised during the draftingprocess about the need to include such provisions in UCITA inlight of this separate Conference product;115 the justificationarticulated for keeping these provisions in UCITA was that itwould be better for those under UCITA to have all contractingrules included in one place. A more likely explanation for thereticence to remove these provisions is that these were exactly the111. See O’Rourke, supra note 73, at 648 (noting to the extent that the productconsists of a bundle of rights granted under a license, the contract and not anyobjective tangible characteristics defines the product; the result is that a change incontract terms changes the product and results in a multiplicity of types of contracts).112. Id. at 647.113. By contrast, those developing other types of e-commerce legislation found itimportant to distinguish between the rules governing electronic contracting in general,and the substantive rules governing the underlying transaction. Thus, the UNCITALModel Law on Electronic Commerce and the Uniform Electronic Transactions Act focussolely on the use of an electronic medium to contract and do not attempt to combinethose issues with the substantive ones. See also O’Rourke, supra note 73, at 648(noting that the unifying factor in the European E-Commerce Directive was the meansof contracting rather than the subject matter of the contract, and suggesting thatUCITA might “benefit from some synthesis” with the Commission Directive).114. The Uniform Electronic Transactions Act (UETA) was adopted by theNational Conference of Commissioners on Uniform State Laws in August of 1999. Thefull text of the act, with comments, is available athttp://www.law.upenn.edu/bll/ulc/fnact99/1990s/ ueta99.htm (last visited Nov. 17,2001). As of September 2001, the UETA had been enacted in 38 states. Up-to-dateinformation on the enactment status of the UETA may be found athttp://www.nccusl.org/uniformact_factsheet/uniformacts-fs-ueta.asp.115. Indeed, the ALI was one of those questioning the need for those provisions.