isLegallyBinding (to be contract or not to be)

[James Bryce Clark <jbc@lawyer.com>]

Based on our discussions.   

"6.X.X	isLegallyBinding

Trading partners may wish to indicate that a Business Transaction
transmitted as part of an ebXML arrangement is, or is not, intended to be
binding. Under the developing laws of electronic signatures, a declaration
of intent to be bound is a key element in establishing the legal
equivalence of an electronic message to a signed physical writing.
However, in ebXML, the presence or
absence of an electronic signature cannot indicate legally binding assent,
because it is reserved for use as an assurance of sender identity and
message integrity.

Parties may wish to conduct nonbinding transactions for a variety of
reasons, including testing, and the exchange proposed offers and
counteroffers on a non-committal basis so as to discover a possible agreed
set of terms.  When using tangible signed documents, parties often do so by
withholding a manual signature, or using a "DRAFT" stamp.   In ebXML,
trading partners may indicate that result by use of the "isLegallyBinding"
data parameter.  

As in EDI, the ebXML standard assumes that Business Transactions are
intended by the trading parties to be binding unless otherwise indicated.
When operating under this standard, parties form binding agreements by
exchanging binding messages that agree to terms (e.g., offer and
acceptance).    

The "isLegallyBinding" parameter is Boolean, and its default value is
"true."   Under this standard, the exclusive manner for indicating that a
Business Activity is not intended to be binding is to include a "false"
value for the "isLegallyBinding" parameter for the transaction activity.
That value indicates to the trading parties that the activities conducted
in that transaction are only intended as a 
proposal or test, and that they may not rely on or seek to enforce the other's 
activity."   

JBC