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---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on
07/14/99 03:37 PM --------------------------- Edmund Cooper 07/13/99 03:53 PM To: Mark - ECT Legal Taylor/HOU/ECT@ECT cc: Subject: RE: GTCs Mark, here is a summary of the telephone conversation I had with Clifford Chance earlier today - I outlined to you the issue which was raised earlier today on the telephone. Perhaps you could apprise Louise of the situation, and find out for definite (if possible!) what will in practice occur with the trading system (viz. viewing the long descriptions). If we need to cross refer to the GTC in the short description, my thought is that option 4. below would be the simplest solution based on what we've done to date. I would be interested to hear your thoughts on the matter. Regards, Edmund. ---------------------- Forwarded by Edmund Cooper/LON/ECT on 07/13/99 09:48 PM --------------------------- Enron Capital & Trade Resources Corp. From: Andrew.Wilkinson@cliffordchance.com 07/13/99 05:03 PM To: ecooper@enron.co.uk cc: ssefton@enron.co.uk, Timothy.Hughes@cliffordchance.com (bcc: Edmund Cooper/LON/ECT) Subject: RE: GTCs Edmund Many thanks for this. I agree that it is very important to ensure that the product descriptions, both long and short, are incorporated into the contract and that this incorporation is very clear. The ETA states that if there is no master agreement in existence between the parties the GTCs on the website will apply. It must be clear from the website which terms these are. As we discussed on the telephone, there are a number of ways in which we can deal with this: 1. the GTCs could state that the long and short form descriptions apply when trading on the particular GTCs - it would be necessary to list the products in the GTCs to which those GTCs apply. However, I am not sure how a counterparty makes the connection between the short form description and the GTC (possibly by accepting the GTCs when entering the website on the first occasion). In any event, if you add a new product later which will be traded on those particular GTCs it will be necessary for the counterparty to accept those GTCs again; 2. a new column to be inserted on the trading screen which shows which GTCs apply - I assume this is unacceptable from an aesthetics point of view; 3. a reference to the GTCs to apply and the long descriptions to be incorporated in the short form descriptions - I assume that when a counterparty clicks on a price to bid, this reference would appear in the bid box with the short form description ; 4. a reference in the short form descriptions to the GTCs being as stated in the long form descriptions and that both are incorporated - this is on the assumption that by clicking on a price to bid, this reference would appear in the bid box with the short form description. It is very difficult to advise properly as to which of these methods is the most appropriate without seeing the design of the website. The essence of incorporation is whether it is clear to the user that the terms have been incorporated. That said, I assume that 2 and 3 will be unacceptable. With this in mind, you may prefer option 4. However, I would want to see the design of the layout of the website before confirming this advice. Please let me know if you have any queries concerning this. Kind regards. Andrew < -----Original Message----- < From: Edmund Cooper [SMTP:ecooper@ect.enron.com] < Sent: Tuesday, July 13, 1999 12:56 PM < To: Andrew.Wilkinson@cliffordchance.com; < Timothy.Hughes@cliffordchance.com < Cc: ssefton@enron.co.uk < Subject: GTCs < < < < Andrew and Tim, < < Please note Scott's point below. < < Thanks, Edmund. < < ---------------------- Forwarded by Edmund Cooper/LON/ECT on 07/13/99 < 12:52 PM < --------------------------- < < < Scott Sefton < 07/13/99 12:42 PM < < To: Edmund Cooper/LON/ECT@ECT < cc: Louise Kitchen/LON/ECT@ECT, Elena Kapralova/LON/ECT@ECT < Subject: GTCs < < Please remind CC that the GTCs need to be amended to specifically < incorporate < the relevant product description -- the description must be part of the < contract. Thanks! < < *********************************************************************** The information in this email and in any attachments is confidential and intended solely for the attention and use of the named addressee(s). This information may be subject to legal professional or other privilege or may otherwise be protected by work product immunity or other legal rules. It must not be disclosed to any person without our authority. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are not authorised to and must not disclose, copy, distribute, or retain this message or any part of it.
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