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

Where I come from, and here in this team, I have heard objections to both
"contract" and "trading partner agreement" on various grounds including
that EDI owns the term "Trading Partner Agreement".  I will be happy to
consider any other suggestions.  However I would be reluctant to agree to
"Trading Partner Profile" since I consider the profile to be about one
party and merging two profiles produces the two-party thing.  The name
needs to reflect its function, which is to record what the two parties have
to know about each other and consent to to enable the inter-party
application to flow. However you look at, that entity captures what the two
parties agree to (small "a", not capital "A") in order to exchange

A colleague in IBM Poughkeepsie, sensing a "what's in a name"  discussion
beginning to sidetrack the technical discussion used to say "OK, call it
Herman and let's move on."



Martin W. Sachs
IBM T. J. Watson Research Center
P. O. B. 704
Yorktown Hts, NY 10598
914-784-7287;  IBM tie line 863-7287
Notes address:  Martin W Sachs/Watson/IBM
Internet address:  mwsachs @ us.ibm.com

"Winchel 'Todd' Vincent, III" <winchel@mindspring.com> on 08/21/2000
08:22:25 PM

To:   sfuger@AIAG.ORG, david.burdett@commerceone.com,
Subject:  Re: Trading Partner or Party - What's in a name

> I agree with David Webber's suggestion that both should be in the
> Party is certainly a more general term, but the trading partner is the
> 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
> 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
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
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
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
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
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).


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