PROBLEMS OF CONCLUDING CROSS-BORDER ELECTRONIC CONTRACTS IN MARKETPLACES AND WAYS OF THEIR SOLUTION

Abstract

This article examines the legal problems that arise when a contract of sale is concluded across state borders through a digital marketplace rather than directly between a seller and a buyer. We proceed from the premise that the marketplace is not a neutral technical intermediary but a distinct legal actor whose presence complicates every classical stage of contract law: offer and acceptance, the determination of the applicable law, the identification of the proper defendant, and the recognition of the electronic signature or other means of identification used to conclude the transaction. Relying on the instruments of the United Nations Commission on International Trade Law, the regulatory framework of the European Union, the case law of the Court of Justice of the European Union and of United States federal courts, as well as the legislation of the Republic of Uzbekistan, we identify five groups of problems — conceptual, jurisdictional, protective, technical-legal and national — and, for each of them, we propose concrete legislative and doctrinal solutions. We argue that the platform-mediated nature of contemporary cross-border trade requires a departure from the bilateral model of contract formation embedded in most national civil codes, including the Civil Code of the Republic of Uzbekistan, toward a trilateral model that expressly regulates the marketplace operator as a participant with independent obligations of information, verification and, in defined circumstances, liability.