Smart contracts, breaking away from the regulations of civil law contracts?

Do smart contracts break from civil law regulations?

Is a smart contract a contract? This has been a topic of debate in academia. The Sa Jie team believes that this is a false proposition. Smart contracts and contracts are not on the same level and cannot be discussed together.

What is a “contract”? In Cui Jianyuan’s Contract Law, a contract is regarded as a kind of civil legal act. The contract has the element of expressing intention, and legal effects are given according to the content expressed by intention. In more popular terms, the law stipulates a series of behaviors, among which “contracts” are included. On the premise of expressing intentions of multiple parties, “contracts” can establish, change, and terminate equal subject relationships between rights and obligations. Therefore, we can summarize that “contracts” are a kind of legal act made voluntarily by both parties that affect changes in legal relations at an abstract level.

So what is a smart contract? We can simply understand it as code running on a decentralized computer that never stops. In order to run this code, we need two steps: one is to write the code and deploy it on a decentralized computer; the other is that any subject can call this code, and the result can be as simple as changing a variable or causing the transfer of digital assets. The design of smart contracts is based on flexibility. Many legal scholars believe that the callers of smart contracts will cause the same execution results, but in fact, this is not the case. Centralized contract functions such as “super administrators” can be realized through restrictions on the signing addresses of smart contracts.

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The deployment and invocation of smart contracts are only objective facts, including some constitutive elements of legal acts and most non-legal acts. In order to explore how smart contracts are related to contracts, we abstracted the “information” level, which serves as a bridge between smart contracts and the legal act of contracts. The essence of the legal act of contracts is the flow of information between the parties, and the content of this information flow is recognized by law, and the rules and forms of the information flow are regulated by law. The information in the contract can be roughly divided into two parts: one is the civil rights and obligations relationship information for the establishment, change, and termination of civil rights, which is the content of the contract, and the other part is the information on which both parties have reached agreement.

Smart contracts are multifaceted. On the one hand, smart contracts created in different forms and environments carry information about contract content; on the other hand, smart contracts also carry the expressed intention of both parties. At the same time, the execution of smart contracts directly serves as a legal act, providing considerable certainty in contract performance.

However, it should be noted that the information in the contract does not come entirely from the smart contract.

In a B2B scenario, both companies have thoroughly negotiated their intentions in advance and may have signed a detailed agreement. In the specific execution part, part of the agreement’s content is mapped to the smart contract to achieve certain rights and fulfill certain obligations in the form of a smart contract. At this time, the subject information of the legal act of the contract, including the main content of the contract and the expressed intention of both parties, is injected into the document filled with terms in real life. The information related to the legal act of the contract in the smart contract is sparse or incidental, and more is the advantage it plays in execution.

On the B2C level, many Web3 project parties develop and deploy a smart contract, at which point the smart contract carries more information about the legal act of the contract, and the mutual agreement of both parties is also reflected in the address signature. (“Electronic signatures can reflect the expressed intention of the parties” has become mainstream, so this article will not elaborate, but some scholars believe that this kind of expressed intention is insufficient and flawed, and smart contract parties need more sufficient disclosure of the contract.) However, even in this case, smart contracts cannot include all the information in the legal act of the contract, such as the age of the parties, the legal remedies for the contract, etc. The former is implied in real life, while the latter is written in legal provisions and may not be taken into account in the smart contract.

The uncertainty of smart contracts’ impact on legal relationships is more in the missing information they carry. For example, existing smart contracts do not and cannot write the age of the parties into the smart contract. Instead, more information needs to be supplemented through legal means within the legal framework to surpass the independence and self-sufficiency of smart contracts in the virtual world. Many scholars are more concerned about this independence and self-sufficiency, and there are indeed many ways to integrate the law into the consensus or into the code of smart contracts to achieve the effect of “code as law” to ensure the independence of the virtual world. However, the author believes that this independence does not meet the level of productive forces’ development at this stage and requires high costs.

Under the premise that the smart contract regulatory environment is not completely virtualized, the way in which smart contracts carry contract information and their more “property-like” execution methods will indeed have an impact on the legal relationship of contracts, but in the architecture designed by the author, smart contracts cannot completely subvert the essence of contract law. For example, many scholars talk about smart contracts “as” contracts, which do not need to set up the right to resist performance or the right to perform first in law. The author believes that relying on the advantages of smart contract execution, the execution rules and trigger conditions constructed by the parties will not cause problems of performance resistance and simultaneous performance resistance, so these two rights need not be discussed at this time. However, it cannot be said that the setting of these rights is meaningless in the legal relationship of the legal relations caused by the contract law act at the legal level, and it will only not be activated in this legal relationship. But the right to resist performance still can be activated. For example, during the 10-day execution process of the contract, the caller of the contract suddenly finds that there is a high possibility of a large-scale explosion by the project party, then of course the legal relationship established by the smart contract can be used to cite the right to resist performance, sue the court, and suspend the performance of the contract, that is, request the project party to suspend the operation of the contract or restore the assets to their original state.

Conclusion

This article is only a superficial but innovative thinking of the Sa sisters team on the “relationship between smart contracts and contract law”. The emergence of new technologies does require the attention of the academic community and consider its adaptability to the existing legal system. But it is necessary to distinguish the impact and integration between specific technologies and abstract laws from the legal level. Most technical problems can be solved under the existing legal framework.

Note: Blocking all articles only represents the author’s point of view and does not constitute investment advice

Original link: https://www.bitpush.news/articles/4396078

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