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Subject: Re: confusion on where to discuss trading partners


This may be another "a rose is a rose..." discussion.  See my comments
embedded in your appended posting.



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 08/29/2000
10:33:14 AM

To:   Christopher Ferris <chris.ferris@east.sun.com>, richard drummond
cc:   David Burdett <david.burdett@commerceone.com>,
      ebxml-transport@lists.ebxml.org, ebxml-tp@lists.ebxml.org
Subject:  Re: confusion on where to discuss trading partners

> I'm not sure that TR&P will be functional without the TPA.
> That's where all the gory details are kept regarding
> where and how.
> Chris
> richard drummond wrote:
> >
> > my overall take on this is that the transport should be usable with out
> > tpa, in a degraded mode maybe. pass that i have not thought about it
> > to make a suggesting or a determination on what i believe is
> > rik

My understanding of ebXML's scope is that it is attempting to cast a broad
net to encompass many different types of transactions.  I also understand
that there is a legacy of EDI thought in this group.  Building on past EDI
work for XML is a good thing, but too much reliance on old thought is a bad

In Legal XML, we used a metaphor of an "Envelope" and a "Document" which I
find very useful, if only because the names are very intuitive and
requirements jump out at you by analogy.  We created a *generic*
<LegalEnvelope>.  The idea behind the "Envelope" was that *any* legal
document could be contained within it (just as it is today).

MWS:  I am new to ebXML but from what I can see the ebXML messaging
precisely defines an envelope that can carry any kind of document (as you

The TR&P specification looks a lot like an "Envelope" to me.  However,
is not a separation of ideas/information and, probably, business practices
between the "Envelope" and the "Trading Partner Agreement".  A trading
partner agreement is simply a type of contract.  What happens when you want
to put a court filing (motion, complaint, judgment, etc.) in an envelope?
What about a transcript.  What about an e-prescription?  An e-check>  An
e-purchase order?  Etc?  A generic envelope is good.  Limiting that
to the transport of only one type of document is bad.

MWS:  The proposed trading partner agreement is a completely separate
from the envelope and will be defined in a separate specification.  The
TPA does not by any means limit what can be carried in the envelope.  One
of its functions is to record the agreement on what kinds of documents are
exchanged.  One identifies the schema for the business document associated
each kind of request and each kind of response. The purpose of this TPA is
document all the information-technology aspects of what the two partners
agree to
do, and to document it in a form (xml document) which can be installed, by
automated tools, into each partner's system in order to ensure that the two
partners are compatibly configured to exchange the specified business
ebXML messaging. The TPA is unlikely to contain court filings or
but it will identify the schemata for those documents and the kinds of
that each partner will issue to the other concerning them.

If ebXML wants to have the broad scope that is desires (and should have, in
my view, given no other group has stated a desire to cast such a wide net),
then it must think more generically than trading partner agreements (at
least in terms of an "envelope").  To be sure, there is a lot of generic
information in an EDI trading partner agreement.  But, the generic must be
separated from the specific, so other specific types of "documents" can be
sent in the envelope.

MWS:  Again, the tpa does not constrain what goes in the envelope. The TPA
may or may not ever be sent in the ebXML envelope though exchanging
completed TPAs via the ebXML envelope is one way to work on the details.
would be exchanged under control of a separate TPA which defines the
exchanges in the negotiation process.)

Please see:

http://www.legalxml.org/CourtFiling/  (The July 24th spec).

Also, I emailed a couple legal/e-commerce mailing lists and received the
following responses about Trading Partner Agreements:

Todd, I hope this note finds you well.  I would be pleased, as the Reporter
for the ABA model trading partner agreement and a co-rapportuer on the UN
Model Interchange Agreement, to provide the background and some pointers
toward suitable resources.  <snip/> But, as to the word "trading partner",
it had two early explanations.  First, EDI was generally used with
international trade--those engaged were trading partners. But a second,
perhaps more suitaable meaning emerged---the phrase refers to any one with
whom one is trading data.  The concept of partnership is invoked by virtue
of the collaborative, reciprocal steps required to establish a trustworthy
interchange relationship--it has many attributes of legal partnership but
is, of course, not the same.

this is less a legal observation as a historical one

I believe Trading Partner goes back to the time when trade was a state
regulated activity - 16th & 17th century. So it began as much as a
treaty as a business agreement. Hudson Bay Trading Co. comes to mind,
operated by grace of the king of England (& needed permission to change
their charter or significant trading allies).
It's an alliance agreement in any event, perhaps a joint venture contract.

Hello Todd, I don't have any information wrt the Trading Partner
however wrt to your question re the use of the term "partner", the term
have legal significance but the way contracting parties avoid problems with
the term is to always include a clause providing that the parties
relationship to each other is that of independent contractors and the
agreement does not create a partnership, joint venture, etc. and the
have no authority to bind each other etc.  (but if the term makes a party
nervous you can call it a teaming agreement, joint marketing or cooperation
agreement, etc.)  Hope this helps.  Cheers, Michael

Todd:  The most thorough discussion of EDI legal issues is in a report
published in the June 1990 edition of the Business Lawyer (which includes
the ABA Model Trading Partner Agreement itself).  The report was produced
a Task Force chaired by Michael Baum, with Amy Boss and Jeff Ritter also
active, so the quality of the work is high.  I don't think it's online
anywhere, but you can order the report and Model Agreement from the ABA at

Some good online sources to consult are:



As to the use of the word "partner," I think it's simply a matter of the
lawyers being told by the business folks that "we refer to our suppliers as
our trading partners, it sounds warm and fuzzy," so the lawyers said OK and
we'll just put a clause in the Agreement saying that our relationship is
a partnership even though we call them a Trading Partner.  As you know,
lawyers get to be like the Queen in Alice in Wonderland, a word means just
what we say it means.

Hope this helps,

Phone: (404) 651-4297
Cell: (404) 822-4668
Fax: (425) 955-1526
Email: winchel@mindspring.com
Electronic Court Filing Project: http://e-ct-file.gsu.edu/
Legal XML: http://www.legalxml.org/

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