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Wrapped and stacked: ‘smart contracts’ and the interaction of natural and formal language

Citation

Allen, JG, Wrapped and stacked: smart contracts' and the interaction of natural and formal language, European Review of Contract Law, 14, (4) pp. 307-343. ISSN 1614-9939 (2018) [Refereed Article]

Copyright Statement

Copyright © 2018 by Walter de Gruyter GmbH

Official URL: https://www.degruyter.com/view/j/ercl.2018.14.issu...

DOI: doi:10.1515/ercl-2018-1023

Abstract

This article explores ‘smart contracts’ from first principles: What they are, whether they are properly called ‘contracts’, and what issues they raise for national contract law. A ‘smart’ contract purports to record contractual promises in language which is both intelligible to human beings and (ultimately) executable by machines. Rather than their automation of contractual performance, I argue that the most important aspect of the law and legality of smart contracts is the formalization of contracting language that they entail. Rather than taking a doctrinal approach focused on the presence of traditional indicia of contract formation, I examine the nature of contracts as legal entities created by words and documents. In most cases, smart contracts will be ‘wrapped in paper’ and nested in a national legal system. Borrowing from the idiom of computer science, I introduce the term ‘contract stack’ to highlight the complex nature of contracts as legal entities incorporating different ‘layers’, including speech acts by the parties in both natural and formal languages as well as mandatory legal rules. It is the interactions within this contract stack that will be most important to the development of contract law doctrines appropriate to smart contracts. To illustrate my points, I explore a few issues that smart contracts might raise for English contract law. I touch on the questions of illegality, jurisdiction, and evidence, but my focus in this paper is on exploring issues in contract law proper. This contribution should be helpful not only to lawyers attempting to understand smart contracts, but to those involved in coding smart contracts — and writing the languages used to code them.

Item Details

Item Type:Refereed Article
Keywords:smart contracts, transactional algorithms, social ontology
Research Division:Law and Legal Studies
Research Group:Commercial law
Research Field:Commercial law
Objective Division:Expanding Knowledge
Objective Group:Expanding knowledge
Objective Field:Expanding knowledge in law and legal studies
UTAS Author:Allen, JG (Mr Jason Allen)
ID Code:134261
Year Published:2018
Deposited By:Office of the Faculty of Law
Deposited On:2019-08-05
Last Modified:2019-09-18
Downloads:0

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