[ebBP] 7/28/2004: WI-71 isLegallyBinding Update [RSD]

["Monica J. Martin" <Monica.Martin@Sun.COM>]

Discussion|OASIS.ebBP.WI71-Commitments and Enforceability;
Topic|;
Attachment|http://www.oasis-open.org/apps/org/workgroup/ebxml-bp/download.php/6697/ebbp-swedish-input-ubac-summary-v2pt0-042004.txt;
Attachment|http://www.oasis-open.org/archives/ebxml-bp/200407/msg00123.html;
Attachment|http://www.oasis-open.org/archives/ebxml-bp/200407/msg00065.html; 


Point|v2.0 ebBP UPDATED proposed resolution;

mm1@
PLEASE PLAN TO COME TO DISCUSS IN MONDAY'S CALL 2 AUGUST 2004:
In Monday's call, we continued the discussion on how to support 
international eCommerce and enforceability, and the isLegallyBinding 
attribute in legacy ebBP. Most questions raised surrounded whether it 
inferred test or production capabilities and what was the intent of the 
attribute (and potential impact on technology).

Jamie Clark, OASIS, attended Monday's call to provide the historical 
background on isLegallyBinding attribute [1] which could be:

1. An abstract definition of contract jurisdictions. Give evidence. Name 
associated
with approval. 'Intent to be bound.' i.e. Solemnization: intent to be a 
binding
contract and expectation of being responsible.
2. Associated with digital signatures which have been used (or possibly 
misused) for
many reasons (re. XMLDSIG) such as authenticate identity of the 
signature and indicate legal signature. Whether or not appropriate is in 
question.

Points Clark and others made:

    * It is good to have explicit element to make it clear in ebXML
      BPSS. Bind to use. This allows us to associate ebBP to a contract
      or expectation.
    * Note, that a binding may not be valid or illegal purpose. It is
      better I say 'I intend to be legally bound.' Therefore,
      isLegallyBinding is about INTENT. 'I intend this be legally
      binding', with the difference being that it doesn't preclude other
      conditions that may not allow the collaboration to be legally
      binding (when is for an invalid purpose, such as sending an
      invoice when you have not accepted an order).
    * What do we mean about this attribute? It gives an affirmation.
          o Test messages could also be identified. However, if you
            don't say intent, you have a somewhat farther reach to prove
            in court.
          o Explicit reference gives more clarity.
    * May be practical to in the future take more input from the community.
    * It gives more clarity, but we have a value judgment to make here.
      The 'isLegallyBinding' attribute is a conservative approach.

The intent is not to make this a runtime attribute. Doing this at design 
time does not reduce its value or intent. There are other ways to renew 
accent or confirmation of the intent (at runtime). As I previously 
indicated, attribute could be placed on binary collaboration to set 
flags that apply to ebMS at a minimum (intent not bind).

Updated proposal:
   * Continue discussion for more v2.0 input on 2 August 2004.
   * Propose to change isLegallyBinding to isLegallyEnforceable or 
isLegallyIntent. [2]
   * Propose to change to an element to allow for further clarity or 
detail. This may assist in meeting UBAC requirements.
   * Add clarifying description provided in historical information from 
Clark about in addition to inputs from UBAC and  
     ebBP team, and from eCommerce patterns paper. [3]

Open Items:
1. Once a decision is made, quantify how this might, if at all, affect 
ebMS or CPPA. With the differentiation between intent and binding.

[1] Has existed in ebBP since v1.01 and references back to eCommerce 
patterns paper.
[2] From 14 July 2004 proposal.
[3] Excerpt from ebXML BPSS technical specification: I've highlighted 
parts of the section with <<xxx>>.
"Trading partners may wish to indicate that a Business Transaction 
performed as part of an ebXML arrangement is, or is not, intended to be 
binding. A <<<declaration of intent to be bound>>> is a key element in 
establishing the legal equivalence of an electronic message to an 
enforceable signed physical writing. Parties may create explicit 
evidence of that intent by (1) adopting the ebXML Business Process 
Specification Schema standard and (2) manipulating the parameter 
("isLegallyBinding") designated by the standard to indicate that intent. 
<<<In some early electronic applications, trading partners have simply 
used the presence, or absence, of an electronic signature (such as under 
the XML- DSIG standard) to indicate that intent. However, documents 
which rely solely on the presence of a signature may or may not be 
correctly interpreted, if there is semantic content indicating that a 
so-called contract is a draft, or nonbinding, or the like.>>> In ebXML, 
the presence or absence of an electronic signature cannot indicate by 
itself legally binding assent, because XML-DSIG signatures are reserved 
for other uses as an assurance of sender identity and message integrity.""

==================================
References:
a. eCommerce Patterns v1.0: 
http://www.ebxml.org/specs/index.htm#whitepapers, See Under Technical 
Reports.
b. UBAC slides: 
http://www.oasis-open.org/apps/org/workgroup/ebxml-bp/download.php/6584/UBAC_overview_allslides_20040312.pdf 

Note: Look specifically at slides 4, 5 and 29 - a shortened set will be 
provided and uploaded.
c. UBAC  requirements:
  
http://www.oasis-open.org/apps/org/workgroup/ebxml-bp/download.php/6697/ebbp-swedish-input-ubac-summary-v2pt0-042004.txt;
d. Draft schema (7/26): 
http://www.oasis-open.org/archives/ebxml-bp/200407/msg00123.html;
e. Proposal summary, Martin (7/14): 
http://www.oasis-open.org/archives/ebxml-bp/200407/msg00065.html;
Other UBAC references found in 7/14 proposal.
@mm1