United Nations Committee on Trade and Development “E-Commerce” is ‘the sale or

purchase of goods or services, conducted over computer networks by methods specifically

designed for the purpose of receiving or placing of orders.

The goods or services are ordered by those methods, but the payment and the ultimate
delivery of the goods or services do not have to be conducted online. An e-commerce
transaction can be between enterprises, households, individuals, governments, and other
public or private organizations. To be included are orders made over the web, extranet or
electronic data interchange. The type is defined by the method of placing the order. To be
excluded are orders made by telephone calls, facsimile or manually typed e-mail. 1

Section 2 of The Electronic Transactions Act, 2011 defines the term to mean ‘the exchange of
information or data, the sale or purchase of goods or services, between businesses,
households, individuals, governments, and other public or private organizations, conducted
over computer mediated networks’

In a groundbreaking legal clarification, it has been affirmed that commercial agreements

entered into via WhatsApp are fully enforceable in Uganda. The High Court emphasized this
position it its decision in the case of Dr. Rodney Mugarura v. Paramount Hospital Kampala
Limited & Dr. Begumisa Simon (Civil Suit 411 of 2021) [2024] UG Comm C 9 (29 January
2024).

In this particular case, the plaintiff, who is a doctor, entered into a service contract with the
defendant's hospital via WhatsApp chats. Although they reached an agreement on the terms
of payment, the hospital failed to fulfil its payment obligations as stipulated, leading to the
initiation of the legal suit. The question for determination by the court was whether there was
a legally valid and binding contract that was breached.

Under Section 10(3) of the Contracts Act 2010, a contract is deemed "in writing" if it exists in
the form of a data message, accessible for subsequent reference and presented in words.

According to Section 2 of the Electronic Transactions Act 2011, a "data message"

encompasses various forms, including voice when used in an automated transaction. Notably,
even stored records on mobile phones fall under this definition, challenging the conventional
notion of what constitutes a legally recognised document.
1
United Nations Committee on Trade and Development (UNCTAD)
Addressing the pivotal question of whether a mobile phone qualifies as a computer, the
Electronic Transactions Act clarifies that it indeed does. A mobile phone, as an electronic data
processing device, falls within the ambit of the Act's definition of a computer.

Furthermore, Section 14 of the Electronic Transactions Act unequivocally asserts that a

contract concluded partly or wholly through a data message, such as WhatsApp chats, shall
not be denied legal effect. This reinforces the legal standing of agreements facilitated through
this ubiquitous messaging platform.

Key Takeaway: Don't underestimate the legal weight of your WhatsApp conversations! These
chats are not only binding but are also admissible as evidence in legal proceedings. So, next
time you engage in a commercial exchange via WhatsApp, remember that you're not just
chatting – you're entering into a legally recognized agreement.

Qtn 2. Panta is a dealer in tomatoes. 3 weeks ago, he sent Tallman an email offering to sell
him 80 boxes of fresh tomatoes to be delivered as soon as Tallman accepts the offer. In his
communication, Panta informed Tallman that he had already harvested the tomatoes. Tallman
wrote a letter of acceptance, addressed to Panta and sent it by post. However, by close of
yesterday, Panta had not yet received Tallman’s letter. He has decided to sell the tomatoes to
Joseph. Advise the parties.

In this scenario, we need to determine whether a valid contract exists between Panta and
Tallman regarding the sale of tomatoes.

Offer and Acceptance: Panta made an offer to sell 80 boxes of fresh tomatoes to Tallman via
email. Tallman responded with a letter of acceptance sent by post.

Communication of Acceptance: According to the traditional postal rule, acceptance is

generally effective upon posting (sending the letter), even if the offeror (Panta) has not yet
received the acceptance (Tallman's letter).

Revocation of Offer: Panta decided to sell the tomatoes to Joseph. For revocation of an offer
to be effective, it must be communicated to the offeree (Tallman) before acceptance.

Based on these principles: Panta's offer to Tallman was made 3 weeks ago via email.
Tallman's acceptance was communicated by sending a letter, which is likely to be considered
effective upon posting.

Even though Panta had not received Tallman's letter by the end of the day, the acceptance
could still be valid because of the postal rule.

Legal Advice:

Tallman: As long as Tallman posted the acceptance letter in a timely manner after receiving
the offer, his acceptance is likely valid. Panta cannot revoke the offer once Tallman has
posted his acceptance.

Panta: Since Tallman's acceptance could be legally binding due to the posting rule, Panta
should not sell the tomatoes to Joseph unless he is sure that Tallman's acceptance did not
become effective (for example, if Tallman posted the letter after the acceptance deadline or if
there are specific terms in the offer regarding the mode of acceptance).

In conclusion, Tallman should assert his acceptance of Panta's offer based on the principles of
contract law, particularly the postal rule. Panta should proceed cautiously and seek legal
advice if there is uncertainty about the timing or effectiveness of Tallman's acceptance.

Qtn 2. Panta is a dealer in tomatoes. 3 weeks ago, he sent Tallman an email offering to sell
him 80 boxes of fresh tomatoes to be delivered as soon as Tallman accepts the offer. In his
communication, Panta informed Tallman that he had already harvested the tomatoes. Tallman
wrote a letter of acceptance, addressed to Panta and sent it by post. However, by close of
yesterday, Panta had not yet received Tallman’s letter. He has decided to sell the tomatoes to
Joseph. Advise the parties. Using the Facts above, answer the following legal questions; 1.
Whether there was a contract, 2. Whethere there was breach of that contract or of the
contract, 3 Whether there is available remedies for the parties. 4. Putting the condition of the
perishable good like in this case where tomatoes were already harvested, the day before an
offer to sell was made, and that acceptance to such has not be received, yet the tomatoes are
at the risk of getting spoilt, was it a sensible to reply by means that seemingly take long than
the means the offer used, in this case, 5. Whether an acceptance through a post office was
valid for an offer made through email. Make sure you use decided cases, statutes with good
and balanced legal reasoning.
Let's break down the legal analysis based on the facts provided:

Whether there was a contract:

Offer and Acceptance: Panta sent an email offering to sell 80 boxes of fresh tomatoes to
Tallman, with the condition that acceptance would trigger immediate delivery. Panta also
informed Tallman that the tomatoes were already harvested, indicating readiness to perform.
Tallman responded by writing a letter of acceptance and sent it by post.

Analysis: Offer: Panta's email constituted an offer to sell the tomatoes to Tallman.

Acceptance: Tallman's acceptance was communicated by sending a letter. According to the

postal rule (as established in the case of Adams v Lindsell), acceptance by post is generally
effective when posted, even if it has not been received by the offeror.

Conclusion: Yes, there was likely a contract formed between Panta and Tallman when
Tallman posted his acceptance letter. The postal rule would make Tallman's acceptance
effective upon posting, assuming it was done promptly after receiving the offer.

Whether there was a breach of that contract:

Breach Analysis: Panta decided to sell the tomatoes to Joseph before receiving Tallman's
acceptance letter. This action potentially breaches the contract formed with Tallman,
assuming the acceptance was validly communicated through the post.

Conclusion: There could be a breach of contract by Panta if Tallman's acceptance was valid
and Panta sold the tomatoes to Joseph thereafter.

Whether there are available remedies for the parties:

Remedies Analysis: Tallman: If Panta breached the contract by selling the tomatoes to
Joseph, Tallman may seek remedies such as specific performance (forcing Panta to deliver
the tomatoes) or damages (monetary compensation for the breach).

Panta: Panta may argue that the acceptance was not effectively communicated (if there were
delays or issues with postal delivery), or seek to defend against any claims by Tallman.

Conclusion: Remedies such as specific performance or damages may be available to Tallman

if Panta's actions are deemed a breach of their contract.
Regarding the perishable nature of the tomatoes:

Analysis: The perishable nature of the goods (tomatoes) is relevant because it affects the
urgency of performance and acceptance.

Generally, if an offeror (Panta) specifies a method of acceptance (email), the offeree

(Tallman) should use that method unless there are circumstances that justify an alternative
method. However, the postal rule traditionally applies unless the offer explicitly requires a
specific mode of acceptance.

Conclusion: In this case, while email was used for the offer, Tallman's acceptance through
post could still be valid under the postal rule, especially if it was promptly sent after receipt
of the offer. The perishable nature of the tomatoes would emphasize the need for timely
communication and performance.

Validity of acceptance through post for an offer made through email:

Legal Principle: The postal rule states that acceptance is effective upon posting, provided that
post was a reasonable means of communication and there was no indication that the offeror
required a different method of acceptance.

Analysis: In modern contract law, communication methods have expanded beyond traditional
mail to include email and other electronic means. However, unless the offer specifically
requires acceptance by a particular method (such as email), the postal rule can still apply to
acceptance sent by post.

Conclusion: Tallman's acceptance by post is likely valid, assuming it was sent promptly after
receiving the offer and Panta did not specify that acceptance must be via email. Therefore, the
contract is likely enforceable, and Panta's decision to sell the tomatoes to Joseph may
constitute a breach of that contract.

Case Reference: Adams v Lindsell (1818) 1 B & Ald 681 - establishes the postal rule where
acceptance by post is effective upon posting, regardless of when the offeror receives it.

In summary, based on the facts provided and the legal principles discussed.

There likely was a contract formed between Panta and Tallman.

Panta's decision to sell the tomatoes to Joseph before confirming receipt of Tallman's
acceptance could constitute a breach of that contract.

Remedies such as specific performance or damages may be available to Tallman.

Tallman's acceptance by post is valid under the postal rule unless Panta specifically required
acceptance by email