(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
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 »)
Extended meaning of "requirement"
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.
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.
No application to negotiable instruments
Except for Part 4 (contracts for carriage of goods), this Act does not apply in respect of negotiable instruments, including negotiable documents of title.
No effect on laws re electronic means
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.
Use of electronic documents not mandatory
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.
Consent of public body may not be implied
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.
The Crown is bound by this Act.
PRODUCTION, INSPECTION OR CERTIFICATION OF ELECTRONIC INFORMATION
Production or inspection of electronic information
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.
Certified copies of electronic information
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.
USING ELECTRONIC MEANS UNDER DESIGNATED LAWS
The purpose of this Part is to enable, but not require, the use of electronic means to record, retain or communicate information or documents under designated laws.
No effect on non-designated laws
No provision of this Part affects the operation of any law that is not a designated law for the purpose of that provision.
General power to use electronic means
If a public body has the power under a designated law to create, collect, receive, store, transfer, distribute, publish or otherwise deal with information or documents, it has the power to
(a) do those things by electronic means; and
(b) establish information technology requirements applicable to the use of electronic means to do those things.
Requirement for information to be in writing
If under a designated law any information is required to be in writing, that requirement is satisfied if the information is in an electronic document that is accessible so as to be usable for subsequent reference.
Information required to be provided in writing
If a document or information that is required or permitted by or under a designated law to be provided to a person is required by that law to be provided to the person in writing, that requirement is satisfied by the provision of the document or information to the person by way of an electronic document if
(a) the electronic document is accessible by the person and capable of being retained by the person so as to be useable for subsequent reference;
(b) where the person is a public body or a person acting for a public body,
(i) the form of the electronic document and the manner of providing it meet the public body's information technology requirements, or
(ii) the person consents to the electronic document being provided in the form and manner in which it is provided,
and, if required by the public body, the person acknowledges receipt of the electronic document in accordance with the public body's acknowledgement rules; and
(c) where the person is neither a public body nor a person acting for a public body, the person consents to the electronic document being provided in the form and manner in which it is provided.
If a document or information to be provided to a person is required by a designated law to be provided in a specified non-electronic form, that requirement is satisfied by the provision of the document or information to the person by way of an electronic document if
(a) where the person is a public body or a person acting for a public body,
(i) all information to be provided in the specified form is included in the electronic document, and
(ii) the requirements of clauses (1)(a) and (b) have been met; and
(b) where the person is neither a public body nor a person acting for a public body,
(i) the form of the electronic document, when printed or otherwise displayed, is substantially the same as the specified form, and
(ii) the requirements of clauses (1)(a) and (c) have been met.
This section does not affect the operation of any law that requires a document or information to be posted or displayed in a specified manner.
Extended meaning of "providing"
For the purposes of this section, "providing" information or a document includes, without limitation,
(a) making or submitting an application;
(b) making or filing a claim, complaint or objection;
(c) making a request;
(d) making a statement or declaration, whether or not under oath or solemnly affirmed;
(e) notifying, or giving, sending or serving a notice;
(f) issuing a decision, order, certificate, licence, permit or other document;
(g) giving a statement of reasons;
(h) submitting or filing a return, a form or any other document or information;
(i) making, varying or cancelling an election;
(j) making a document or information available for inspection;
(k) doing any other thing prescribed for the purpose of this section.
Information not capable of being retained
For the purposes of this section, an electronic document is deemed incapable of being retained if the person who provided it inhibited the recipient's ability to print or store it.
If under a designated law a document is required to be signed by a person, that requirement is satisfied by the person's electronic signature in relation to the document if
(a) where the document belongs to a prescribed class, the electronic signature is reliable, in view of all the relevant circumstances at the time the signature is made, including any relevant agreement, for the purposes of
(i) identifying the person, and
(ii) associating the signature with the document for the purpose for which the signature is applied;
(b) where the document is being provided to a public body or a person acting for a public body, the electronic signature meets
(i) the applicable information technology requirements of the public body, and
(ii) any applicable requirements prescribed by regulation; and
(c) where the document is being provided to a person other than a public body or a person acting for a public body, the person consents to the requirement being met by the electronic signature.
Exemption from signature requirement
If under a designated law a document to be provided to a public body or a person acting for a public body is required to be signed, that requirement is satisfied by the provision of the document as an electronic document without a signature if the document
(a) meets the applicable requirements of section 12; and
(b) belongs to a class of documents that is exempted by regulation from the signature requirement.
If under a designated law a person is required to present or provide a document in its original form, that requirement is satisfied by presenting or providing an electronic document if
(a) there is a reliable assurance that
(i) the electronic document contains the information in the original document, and
(ii) the information has remained complete and unaltered, apart from any changes or additions made in the normal course of communication, storage or display, from the time the original document was first made in final form, whether as a paper document or otherwise; and
(b) the applicable requirements of section 12 have been met.
Requirement to retain information or documents
If under a designated law information or a document is required to be retained, that requirement continues to be satisfied by the retention of an electronic document for so long as
(a) there is a reliable assurance that
(i) the information to be retained, or the information in the document to be retained, is in the electronic document, and
(ii) the information has remained complete and unaltered, apart from any changes or additions made in the normal course of communication, storage or display, from the time the original information or document was first made in final form, whether as a paper document or otherwise;
(b) the electronic document is accessible by the person who is required to retain the information or document;
(c) the electronic document is capable of being produced for inspection or examination by any person who is authorized to examine or inspect the information or document or to require its production; and
(d) where the information or document was sent or received, any information that identifies its origin and destination and the date and time that it was sent or received is also retained.
No effect on The Archives and Recordkeeping Act
This section does not affect the operation of The Archives and Recordkeeping Act.
Additional copies not required
If a document may be provided to a person as an electronic document, a requirement under a designated law for one or more additional copies of the document to be provided to the person at the same time is satisfied by the provision of the electronic document without any additional copies.
REGULATIONS AND APPROVALS
Power to approve electronic form
The power under a designated law to approve the form of information or a document to be provided or the manner of providing it is deemed to include the power to approve the electronic form or manner in which it may be provided.
Power to prescribe electronic form
The power under a designated law to prescribe the form of information or a document to be provided or the manner of providing it is deemed to include the power to prescribe or approve the electronic form or manner in which it may be provided.
The Lieutenant Governor in Council may make regulations
(a) prescribing any action for the purpose of subsection 12(4) (extended meaning of "providing");
(b) respecting the use of electronic means to record, retain, search or communicate information or documents under designated laws;
(c) respecting the time of sending or receiving documents or information sent or received in electronic form;
(d) respecting electronic signatures, including
(i) exempting, or establishing criteria for exempting, documents or classes of documents from the requirement for a signature,
(ii) prescribing methods or processes, or criteria for determining acceptable methods or processes, for applying electronic signatures, which may be different for different types of documents,
(iii) prescribing classes of documents for the purpose of clause 13(1)(a);
(e) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable to carry out effectively the intent and purposes of this Part.
The minister responsible for the administration of an Act or part of an Act that includes a designated law is deemed to have the power to make regulations under and for the purposes of that Act respecting any of the matters referred to in clauses (1)(b) to (d).
L.G. in C. regulation prevails
In the event of a conflict, a regulation made under clause (1)(b), (c) or (d) prevails over a regulation made under subsection (2) unless the regulation made under that clause otherwise provides.
ELECTRONIC CONTRACTS AND COMMUNICATIONS
Formation and operation of contracts
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.
Legal effect of contract in electronic form
A contract shall not be denied legal effect or enforceability merely because an electronic document was used in its formation.
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.
Involvement of electronic agents
A contract may be formed by the interaction of an electronic agent and an individual or by the interaction of electronic agents.
Errors when dealing with electronic agents
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.
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.
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.
Place of sending and receiving
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.
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
Actions related to contracts of carriage of goods
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.
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.
Grant of right or acquisition of obligation
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.
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.
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.
Replacement does not affect rights or obligations
The replacement of electronic documents by written documents as provided for in subsection (4) does not affect the parties' rights or obligations.
Rules of law apply equally to electronic documents
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
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 »)
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.
System of common business identifiers
The Lieutenant Governor in Council may establish or adopt a system of common business identifiers for business entities.
Collection and disclosure of information re common business identifier
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.
Authority to approve combined form
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.
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.
Integration of business information systems
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.
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.
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.
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.
Agreements with governmental or other bodies
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.
NOTE: 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.
NOTE: 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
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.
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. Part 2 was proclaimed in force November 28, 2011.