Smart Contracts Under Common Law: Code-is-Law Limits & Digital Jurisprudence
Autonomous cryptographic agreements executed on state machines present profound challenges to centuries of common law contractual doctrine.
The Triad of Formation: Offer, Acceptance, Consideration
Under classical contract jurisprudence:
- Offer & Acceptance: Does compiling bytecode to a public mempool constitute a unilateral offer ad incertas personas?
- *Mutual Assent (Consensus ad Idem)*: When a compiler reorders instructions or a zero-day exploit executes unintended reentrancy, did mutual assent ever exist?
- The Doctrine of Unilateral Mistake: Under Chwee Kin Keong v Digilandmall.com Pte Ltd [2005], if one party knows the counterparty is operating under a fundamental mistake regarding terms, the agreement is voidable ab initio.
Legal Equation of Breach vs. Machine Invariance
Mathematical Model / Equation
When oracles feed manipulated liquidity pricing (flash loans), the contract executes deterministically according to EVM state rules, but fails the equitable doctrine against unjust enrichment (condictio indebiti).