---------------------- 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!
>
>




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