Re: Trading Partner or Party - What's in a name

[ftolman <f.tolman@ct.tudelft.nl>]

Would this mean that Trading Partner Agreement XML should be changed into
Trading Party Agreement XML?

Frits

----- Original Message -----
From: Winchel 'Todd' Vincent, III <winchel@mindspring.com>
To: <sfuger@AIAG.ORG>; <david.burdett@commerceone.com>;
<ebxml-transport@lists.ebxml.org>
Sent: Tuesday, August 22, 2000 1:22 AM
Subject: Re: Trading Partner or Party - What's in a name


>
> > I agree with David Webber's suggestion that both should be in the
> glossary.
> > Party is certainly a more general term, but the trading partner is the
one
> > that needs an agreement or profile set up.  Some parties might not.
Many
> > companies have problems using the word "partner" at all, since that word
> > contains legal implications that I'm sure Winchel can enlighten us
about.
> > Traditionally, when we have had a Trading Partner Agreement in EDI, it
has
> > been a contract of sorts, containing agreement about acceptability of
the
> > electronic form of a document in place of a piece of paper.  I have had
> > vendors refuse to sign them! The "TPA" as Marty Sachs introduced it goes
> > well beyond that concept to include some really great information more
> > aligned with the concept of "trading partner profile" than "agreement."
>
>
> Although I am a lawyer, I am not a subject matter expert in "Trading
Partner
> Agreements".  My assumption has been that you do have someone in this
group
> that is an expert on Trading Partner Agreements.  I also assume that you
> have specific reasons for wanting to use Trading Partner Agreements.  If
you
> do not, then my first question would be "Why Trading Partner Agreements?"
>
> I can see why a company might not want to use the word "partner."  A
partner
> is ususally someone with whom one enters into a business relationship for
> profit (i.e., partners in a company or a firm).  A partner has fiduciary
> duties to other partners that are imposed by law and have nothing to do
with
> any written agreement/contract.  A contract/agreement (not in the consumer
> context) made between parties operating at "arms-length" does not usually
> impose such fiducuary duties.   So, I could understand why a particulary
> anal lawyer might object to the word "partner", because this might imply a
> "partnership" when what is meant is simply an arms-lenght
> agreement/contract.  Indeed, I have no idea why the term "trading partner"
> is used, because a "trading partner" is really just a party to a
> contract/agreement, not a "partner" as "partner" is usually understood.
>
> My understanding is that a "Trading Partner Agreement" is a legal term of
> art used for complex EDI agreements/contracts.  If I have my history
> correct, there was an American Bar Association workgroup and workproduct
on
> this subject, although it was before my time.
>
> We have a CONTRACTS Workgroup at Legal XML so, if/when you ever want some
> feedback from a legal perspective (other than mine) we have 95 people on
the
> list, many of whom are lawyers and some of whom I would consider expert
> e-commerce lawyers (and who have much more practical experience than I
do).
>
> Todd
>
>