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Enron Mail |
Dear Mark
In Yasuyoshi Goto's view the agreements are well drafted and contain nothing which is likely to cause a problem in Japan. On the understanding that server is to be located outside Japan, we have only the following comments: Time of Execution Section 3. © of the ELECTRONIC TRADING AGREEMENT provides that "Transaction shall be deemed executed at the time that Enron first signifies its acceptance of Counterparty's offer, accessible on the Website server." We understand that this means a contract will be formed when Enron "dispatches" its acceptance to its Website server so that the acceptance can be seen by the Counterparty's computer display (if he has not yet disconnected). In other words, the contract will be formed at that time even though the Counterparty does not see Enron's acceptance (due to disconnection, communication error, or some other reason). If this is indeed the intention, the language could perhaps be clarified in this regard. (Since the agreement is governed by New York law, we have no objection to the current language if this is clear under New York Law. Perhaps the UCC covers the point?) Governing Law/Jurisdiction We see no problem with the governing law and jurisdiction provisions as they are. Taxation Would you please confirm the role if any to be performed by Enron Japan in relation to this business, so that we can ensure that Enron Japan will not be seen as a dependent agent (and therefore permanent establishment) of Enron North America Corp. Best regards ------------------------------------------------------------------------------ -- -------- This is an e-mail from Baker & McKenzie - Tokyo Aoyama Law Office (Qualified Joint Enterprise Offices). The contents of this e-mail may be privileged and confidential and are intended only for the use of the addressee. No one else may copy, forward, disclose or use all or any of it in any form. If you are not an intended recipient, please notify us immediately (by reply e-mail) and delete this e-mail from your system. Thank you
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