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This version was current from to November 27, 2011.
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C.C.S.M. c. E55
The Electronic Commerce and Information Act
|Table of Contents|
(Assented to August 18, 2000)
WHEREAS electronic commerce is an important engine for the economic growth and development of Manitoba;
AND WHEREAS it is desirable for individuals and organizations engaged in electronic commerce to have confidence in the validity and enforceability of electronic documents and electronic contracts;
AND WHEREAS it is desirable to facilitate online access by individuals and organizations to Manitoba government services and to streamline regulatory requirements for businesses in Manitoba;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
INTERPRETATION AND APPLICATION
1(1) In this Act,
"designated law", in relation to any provision of this Act, means an Act or regulation, or part of an Act or regulation, designated in the regulations
(a) for the purpose of that provision, or
(b) for the purposes of this Act or any part of this Act that includes that provision; (« loi désignée »)
"electronic" includes created, recorded, transmitted or stored in digital or other intangible form by electronic, magnetic, optical or any similar means; (« électronique »)
"electronic document" means information that
(a) is electronically recorded or stored in or by an information system, and
(b) can be read or perceived by a person or by an information system; (« document électronique »)
"electronic signature" means electronic information that a person has created or adopted in order to sign an electronic document and that is in, attached to or associated with the document; (« signature électronique »)
"information system" means a system for generating, sending, receiving, storing or otherwise processing electronic documents; (« système d'information »)
"person" includes a public body; (« personne »)
"public body" means
(a) the government or a department, branch or office of the government, including a special operating agency as defined in The Special Operating Agencies Financing Authority Act,
(b) a board, commission, association, agency, or similar body, whether or not incorporated, if all of its members or all the members of its board of management, board of directors or governing board are appointed by an Act of the Legislature or by the Lieutenant Governor in Council,
(c) a municipality or local government district, and
(d) an entity designated in the regulations as a public body. (« organisme public »)
1(2) The provisions of this Act relating to the satisfaction of a requirement of law apply whether the law creates an obligation or provides consequences for doing or not doing something
1(3) The Lieutenant Governor in Council may make regulations
(a) designating Acts or regulations or parts of Acts or regulations for the purpose of the definition "designated law" in subsection (1);
(b) designating entities as public bodies;
(c) defining any word or expression that is used but not defined in this Act;
(d) enlarging or restricting the meaning of a word or expression that is defined for the purposes of this Act or any part of it.
2 Except for Part 4 (contracts for carriage of goods), this Act does not apply in respect of negotiable instruments, including negotiable documents of title.
3 Nothing in this Act affects the operation of any law that authorizes, requires or regulates the use of electronic means to record, retain or communicate information or documents.
4(1) Nothing in this Act requires a person to provide or receive an electronic document without his or her consent, but a person's consent may be inferred from his or her conduct.
4(2) Despite subsection (1), the consent of a public body or a person acting for a public body to information being provided by way of an electronic document may not be inferred from conduct, but must be
(a) communicated to the person providing the document; or
(b) expressed by communication accessible to the public or to those likely to provide such documents to the public body.
5 The Crown is bound by this Act.
PRODUCTION, INSPECTION OR CERTIFICATION OF ELECTRONIC INFORMATION
6 If information or a document is required by an Act or regulation to be produced or to be made available for inspection, examination or audit, and the information or document exists in electronic form, the requirement is satisfied by producing or making available a display or print-out that reproduces the information or document for the person for whom it is required to be produced or made available.
7 If a person is permitted or required by an Act or regulation to provide a certified copy of a document or information, and the document or information exists in electronic form,
(a) the person may provide a print-out that he or she has certified to be a reproduction of the document or information; and
(b) such a certified print-out has the same evidentiary value and may be used in the same manner as a certified copy provided under that Act or regulation.
8 to 18 Not yet proclaimed.
ELECTRONIC CONTRACTS AND COMMUNICATIONS
19(1) Unless the parties agree otherwise, an offer, the acceptance of an offer, or any other matter that is material to the formation or operation of a contract may be expressed
(a) by means of an electronic document; or
(b) by an act — such as touching a computer screen, clicking on a computer screen or speaking — that is intended to electronically communicate the offer, acceptance or other matter.
19(2) A contract shall not be denied legal effect or enforceability merely because an electronic document was used in its formation.
20(1) In this section, "electronic agent" means a computer program or any other electronic means used to initiate an act, or to respond to an electronic document or act, without review by an individual at the time of the act or response.
20(2) A contract may be formed by the interaction of an electronic agent and an individual or by the interaction of electronic agents.
20(3) A contract formed by the interaction of an individual with the electronic agent of another person has no legal effect and is not enforceable if the individual made a material error in the electronic document used in the formation of the contract and
(a) the electronic agent did not provide the individual with an opportunity to prevent or correct the error;
(b) on becoming aware of it, the individual promptly notifies the other person of the error; and
(c) where the individual has received consideration under the contract, he or she
(i) returns or destroys the consideration in accordance with the other person's instructions or, if there are no instructions, deals with it in a reasonable manner, and
(ii) does not benefit materially by receiving the consideration.
21(1) Unless the sender and addressee agree otherwise, an electronic document used in the formation or operation of a contract is sent when it enters an information system outside the control of the sender or, if the sender and addressee are in the same information system, when it becomes capable of being retrieved and processed by the addressee.
21(2) An electronic document used in the formation or operation of a contract is presumed to have been received by the addressee
(a) when it enters an information system designated or used by the addressee for the purpose of receiving documents of the type sent and is capable of being retrieved and processed by the addressee; or
(b) if the addressee has not designated or does not use an information system for the purpose of receiving documents of the type sent, when the addressee becomes aware of the information or document in the addressee's information system and the information or document is capable of being retrieved and processed by the addressee.
21(3) Unless the sender and addressee agree otherwise, an electronic document used in the formation or operation of a contract is deemed to be sent from the sender's place of business and is deemed to be received at the addressee's place of business.
21(4) For the purpose of subsection (3),
(a) if a person has more than one place of business, the person's place of business is the one that has the closest relationship to the contract to which the electronic document relates or, if that cannot be determined, the person's principal place of business; and
(b) if an individual does not have a place of business, his or her place of business is deemed to be his or her habitual residence.
CONTRACTS FOR CARRIAGE OF GOODS
22 This Part applies to any action respecting a contract of carriage of goods, including, but not limited to,
(a) furnishing the marks, number, quantity, or weight of goods;
(b) stating or declaring the nature or value of goods;
(c) issuing a receipt for goods;
(d) confirming that goods have been loaded;
(e) giving instructions to a carrier of goods;
(f) claiming delivery of goods;
(g) authorizing release of goods;
(h) giving notice of loss of, or damage to, goods;
(i) undertaking to deliver goods to a named person or a person authorized to claim delivery;
(j) granting, acquiring, renouncing, surrendering, transferring or negotiating rights in goods;
(k) notifying a person of terms and conditions of a contract of carriage of goods;
(l) giving a notice or statement in connection with the performance of a contract of carriage of goods; and
(m) acquiring or transferring rights and obligations under a contract of carriage of goods.
23(1) Subject to subsection (2), a legal requirement that an act referred to in section 22 be done in writing or by using a written document is satisfied if the act is done electronically.
23(2) If a right is to be granted to or an obligation is to be acquired by one person and no other person and there is a legal requirement that it be done by the transfer or use of a document in writing, that requirement is satisfied by the use of one or more electronic documents only if they are created by a method that gives reliable assurance that the right or obligation has become the right or obligation of that person and no other person.
23(3) For the purpose of subsection (2), whether an assurance is reliable must be determined in light of all the circumstances, including the purpose for which the right or obligation was conveyed and any relevant agreement.
23(4) If one or more electronic documents are used to do an act referred to in clause 22(j) or (m), no written document used to do the same act with respect to the same goods is valid unless
(a) the use of electronic documents with respect to that act and those goods has been terminated, unilaterally or by agreement; and
(b) the written document that replaces the electronic document contains a statement of the termination.
23(5) The replacement of electronic documents by written documents as provided for in subsection (4) does not affect the parties' rights or obligations.
23(6) No rule of law is inapplicable to a contract of carriage of goods merely because the contract is set out in or evidenced by one or more electronic documents rather than in or by written documents.
STREAMLINED PROCEDURES FOR BUSINESS ENTITIES
24 In this Part,
"business entity" means a person or organization, whether or not incorporated, that provides information to a public body in respect of a business or non-profit undertaking carried on or to be carried on by the person or organization; (« entreprise »)
"combined form" means a form, in electronic or other format, that combines or integrates the information to be provided under this Part or a designated law with information
(a) to be provided under one or more other designated laws, or
(b) specified in an agreement made under this Part; (« formule combinée »)
"governmental or other body" means
(a) the government of Canada or of a province (other than Manitoba) or territory of Canada, or a department, branch, office or agency of such a government,
(b) a municipality, and
(c) a body designated by regulation; (« organisme gouvernemental ou autre »)
"minister" means the minister appointed by the Lieutenant Governor in Council to administer this Part. (« ministre »)
25 The purposes of this Part are
(a) to facilitate the streamlining of regulatory requirements applicable to business entities; and
(b) to improve the administration and enforcement of laws applicable to business entities.
26(1) The Lieutenant Governor in Council may establish or adopt a system of common business identifiers for business entities.
26(2) For the purpose of assigning a common business identifier to a business entity, a public body or a person acting for a public body may obtain from the business entity or from another public body, and disclose to the Minister of National Revenue, the following information:
(a) the name of the entity and any operating or trade names used by it;
(b) the legal structure of the entity;
(c) the address of the entity;
(d) if the entity is a partnership, the names of two partners;
(e) if the entity is a corporation,
(i) the date of its incorporation,
(ii) the jurisdiction under whose laws it is incorporated,
(iii) the registration number of its incorporation or registration in Manitoba, and
(iv) the name of one of its directors;
(f) if the entity is an unincorporated organization other than a partnership, the name of one individual who alone or together with others is responsible for the management of the business or affairs of the organization;
(g) the English or French language preference of the entity.
27(1) The power under a designated law to prescribe or approve the form of information to be provided under that law is deemed to include the power to approve the use of a combined form to provide that information.
27(2) If a combined form has been approved for use under a designated law, its use under that law has the same effect for all purposes as if it were a separate form prescribed or approved under that law.
28 Subject to any regulations made under this Part, information systems may be established and may be integrated for the purpose of integrating information in respect of business entities.
29(1) Subject to any regulations made under this Part, information in respect of a business entity that is in, or is obtained for, an information system established or integrated under this Part may be disclosed by a public body or a person acting for a public body
(a) subject to any agreement made under section 31, to another public body or a person acting for another public body, for the purpose of
(i) correcting or updating information in an information system, or
(ii) administering or enforcing a law in effect in Manitoba;
(b) in compliance with an agreement made under section 31;
(c) with the consent of the business entity; or
(d) if it is statistical information that does not identify the business entity.
29(2) The authority under this section to disclose information in respect of a business entity is in addition to any other express or implied authority or obligation to disclose such information and shall not be interpreted to limit the disclosure of information that is not otherwise limited.
30 The Lieutenant Governor in Council may make regulations
(a) designating bodies for the purpose of the definition "governmental or other body" in section 24;
(b) respecting common business identifiers, including regulations
(i) prescribing classes of business entities whose members may be assigned common business identifiers, and providing for the manner in which they may be assigned;
(ii) requiring, authorizing, restricting or prohibiting the use or disclosure of common business identifiers in specified circumstances or under designated laws;
(c) for the purpose of integrating or streamlining financial and statistical reporting requirements and procedures for business entities under two or more designated laws;
(d) for the purpose of integrating or streamlining filing or payment procedures for business entities under designated laws, including regulations prescribing common dates or time periods for business entities to provide information or pay fees, taxes or other charges under designated laws;
(e) prescribing fees for providing information by way of combined forms that are payable instead of the fees payable for providing the information on separate forms under designated laws;
(f) prescribing a method for allocating a payment made by a business entity in respect of two or more liabilities when the amount of the payment is less than the total of those liabilities;
(g) respecting the integration of information systems for the purpose of integrating information in respect of business entities;
(h) respecting the disclosure of information under section 29;
(i) restricting the application of a provision of this Part or a designated law where the provision or a regulation made under this Part conflicts with the designated law;
(j) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable to carry out effectively the intent and purposes of this Part.
31 The minister may, with the approval of the Lieutenant Governor in Council, enter into an agreement with a governmental or other body
(a) to integrate a system of common business identifiers established or adopted under section 26 with a system of business identifiers established or adopted by that body;
(b) to integrate forms or filing or payment procedures applicable to business entities under this Part or under designated laws with forms or filing or payment procedures for which that body is responsible;
(c) to integrate one or more information systems established or integrated under this Part with one or more information systems maintained by that body; or
(d) in order to carry out effectively the intent and purposes of this Part, to disclose, or to prohibit, restrict, authorize or require the disclosure of, information in respect of business entities.
32 to 36NOTE: These sections made up Part 6 of the original Act and contained amendments to The Consumer Protection Act that are now included in that Act.
37 and 38NOTE: These sections made up Part 7 of the original Act and contained amendments to The Manitoba Evidence Act, that are now included in that Act.
CITATION AND COMING INTO FORCE
39 This Act may be cited as The Electronic Commerce and Information Act and referred to as chapter E55 of the Continuing Consolidation of the Statutes of Manitoba.
40 This Act comes into force on a day fixed by proclamation.
NOTE: S.M. 2000, c. 32, except Parts 2 and 6, was proclaimed in force October 23, 2000. Part 6 was proclaimed in force March 19, 2001.