The law of cross-border insolvency is about where a company is. It has never had to ask legally what is being administered where an estate consists of cryptographic keys rather than factories or what happens when the controlling minds of a debtor are as mobile as the assets they control. In this paper, I argue that the recent cross-border insolvency reform in India, advanced by section 240C of the Insolvency and Bankruptcy Code (Amendment) Act, 2026 (an enabling provision, whose substantive rules remain undrafted), will fail a meaningful share of the insolvencies it is meant to resolve, unless those rules are built with digital assets affirmatively in mind.The argument proceeds in three movements. First, it traces the doctrine of "centre of main interests" through its foundational European and American case law, showing a registered-office presumption that holds up well against debtors who are not trying to defeat it, and considerably less well against those who are. Second, it compares how courts in New Zealand, the United States, and Japan have answered materially the same question, whether a depositor's cryptocurrency is trust property, contractually transferred estate property, or no property at all, and reached three different answers in insolvencies with nearly identical facts. Third, it reads recent failures, including the Indian exchange WazirX's restructuring before a foreign court with no domestic mechanism for India to participate, as variations on one structural pattern that neither doctrine was built to handle.The paper conclude by proposing some concrete provisions which we would suggest that the Central Government consider as it moves forward with the process of notifying the remaining rules under section 240C – specifically, these include a legislated default regime relating to customer deposits, a COMI presumption in relation to debtors who have no other registered office, and a mechanism which enables India to be heard if a foreign restructuring results in large numbers of Indian citizens being affected.
The development of smart contracts on distributed ledger technology has created very real doctrinal and evidentiary problems for the classical consent theory-based legal system. This article conducts a thorough comparative study on the legal regimes of defects of consent error, fraud, duress and misrepresentation regarding smart contracts in the light of the international conventions adopted by the United Nations Commission on International Trade Law (UNCITRAL) and the United Nations Principles of International Commercial Contracts (UNCPC). The study highlights key gaps in legislation and clear issues of evidence that hinder claimants from establishing vitiated consent in algorithmically executed contracts, grounded in primary legislative sources, such as the UAE Federal Law No. 5 of 1985 (Civil Transactions Law), UAE Electronic Commerce Law No. 1 of 2006, the regulatory frameworks of the Dubai International Financial Centre (DIFC) and the Abu Dhabi Global Market (ADGM), and Jordanian Civil Code No. 43 of 1976. The analysis demonstrates that, while automated self-executing code involves one-to-one interaction between a digital entity and a human user, both jurisdictions are poorly suited to deal with these types of interactions, as the record cannot be altered and the party deploying the code can be anonymous, and the 'agreement' can be either ambiguous or impossible in practice. The article suggests a three-part reform agenda – (i) technology-neutral statutory amendments to explicitly apply the doctrine of “defect of consent” to algorithmic agents; (ii) forensic evidentiary rules for the authentication of blockchain data and expert testimony; and (iii) a specialised dispute resolution mechanism based on the ADGM's current smart contract recognition framework. The findings add to the still emerging literature on smart contract legality in the Arab world, and provide practical suggestions for legislative reform.
The expansion of blockchain technology and the evolution of digital platforms have led to the emergence of new concepts in contractual relations, of which "smart contracts" are among the most significant. These contracts are designed as blockchain-based computer programs that execute the terms of the parties' agreement in the form of digital codes and enable the automatic performance of obligations without the need for traditional intermediaries. Such features have increased the speed, transparency, and efficiency of transactions. However, the introduction of this technology into the field of contract law has raised fundamental questions regarding the legal nature, validity, and enforcement of such contracts in various legal systems, particularly those based on classical traditions. The aim of this research is to elucidate the legal nature of smart contracts and analyze the challenges of their enforcement in the Iranian legal system. The research method is descriptive-analytical, and data have been collected through library studies and the examination of domestic and international legal sources. Additionally, with a comparative approach, some legislative experiences of other countries in this field have been examined. The findings indicate that, despite technical differences, smart contracts can be analyzed within the framework of general contract rules. The principle of party autonomy and Article 10 of the Civil Code provide the capacity to accept this type of contract, and the Electronic Commerce Law, by recognizing data messages and electronic signatures, has established a basis for the validity of digital transactions. However, challenges such as ascertaining the true intent of the parties, determining liability for technical errors, and the conflict between the immutability feature of blockchain and institutions such as rescission and mutual rescission persist. Accordingly, the formulation of supplementary regulations, the development of legal infrastructure, and the enhancement of specialized knowledge appear essential for the safe and effective utilization of this technology.
This study examines the transformation of financial transactions under the influence of artificial intelligence (AI) systems and distributed ledger technologies (DLT/blockchain). The European Union, through the implementation of Regulation (EU) 2024/1689 (the AI Act), introduces a horizontal, risk-based regulatory framework specifically related to applications concerning credit-risk assessment, fraud prevention and the automated provision of investment recommendations. In parallel, the recent revision of the EU framework on liability for defective products strengthens the protection of injured parties against digital products and software incorporating AI, while the decision not to advance a specific horizontal directive on non-contractual AI liability underscores the importance
Smart contracts, by enabling the automated and transparent execution of ag-reements through blockchain technology, promise to simplify complex cross-border transactions and reduce reliance on intermediaries, possessing trans-formative potential in international trade. However, significant legal uncerta-inties remain regarding their legal nature, contract validity, applicable law, jurisdiction, and liability. This study aims to examine the legal framework of blockchain-based smart contracts in international trade and to comparatively evaluate regulatory approaches in different legal systems. The research emp-loys a methodology that combines doctrinal legal analysis with comparative regulatory review, focusing particularly on legal recognition, regulatory inst-ruments used, general regulatory approaches, and emerging key legal issues. The findings of the international legal framework review and the comparative analysis conducted in the EU, United Kingdom, USA, some Asian countries, and Türkiye show that widespread adoption of smart contracts is still limited due to legal uncertainties and unresolved doctrinal questions, while regula-tory approaches are still evolving.
Este artículo analiza la naturaleza jurídica y la eficacia obligacional de los smart legal contracts (slc) en el ámbito del derecho comercial internacional. Ante la ausencia de un marco regulatorio específico, el estudio examina si los instrumentos vigentes —tales como los marcos normativos europeos (Reglamento Roma I), el sistema interamericano (Convención de México) y la Convención de las Naciones Unidas sobre los Contratos de Compraventa Internacional de Mercaderías (cvcim)— ofrecen criterios idóneos para resolver los conflictos de leyes derivados de la tecnología blockchain. A través de una metodología cualitativa con enfoque analítico y teórico-jurídico, se aborda la distinción doctrinal entre Smart Code Contracts y Smart Legal Contracts, contrastando la inmutabilidad del código con la exigibilidad del acuerdo legal. La investigación concluye que, pese a los desafíos técnicos, la validez y ejecutabilidad de los slc pueden sustentarse en los principios generales del derecho internacional privado, particularmente mediante el ejercicio de la autonomía de la voluntad conflictual. El artículo sistematiza los criterios esenciales para dotar de seguridad jurídica a esta modalidad de contratación en el escenario transfronterizo.
Dieser Leitfaden richtet sich an Entscheidungsträger von kleinen und mittelständischen Unternehmen. Er ist praktisch ausgerichtet und bietet einen niedrigschwelligen Einstieg in das Thema Smart Contracts. Ziel ist es, eine fundierte Grundlage zu schaffen, um ohne spezifische Vorkenntnisse die Chancen, Grenzen und Einsatzmöglichkeiten dieser Technologie für das eigene Unternehmen einschätzen zu können.
Tokenization of real-world assets (RWAs) is transforming financial markets by enabling the digital representation of traditional assets through blockchain infrastructures and smart contracts. Often presented as a technological innovation, tokenization also raises important legal and regulatory questions regarding ownership, transfer, contractual enforcement, and investor protection. This article argues that tokenization should be understood as a hybrid legal and technological mechanism that both reproduces and reshapes traditional financial instruments. It first examines the role of security tokens and smart contracts in automating financial rights and transactions. It then analyses the tokenization of RWAs, focusing on its benefits, liquidity, fractional ownership, and market efficiency, as well as its legal limits, including regulatory fragmentation and cross-border uncertainty. The article concludes that tokenized markets will depend not only on technological development, but also on coherent legal frameworks capable of ensuring trust and legal certainty.
The Author states that Nakamoto combined several prior inventions such as b-money and HashCash to create a completely decentralized electronic cash system that does not rely on a central authority for currency issuance or settlement and validation of transactions.The key innovation was to use a distributed computation system (called a 'proof-of-work' algorithm) to conduct a global 'election' every 10 minutes, allowing the decentralized network to arrive at consensus about the state of transactions.This elegantly solves the issue of double-spend where a single currency unit can be spent twice.Previously, the double-spend problem was a weakness of digital currency and was addressed II The Technology behind BlockchainTo better capture the implications of blockchain applications, it is of utmost importance to start with an understanding of the technology that underpins distributed ledger technology ('DLT') (para.I.A), followed by the key features of blockchain (para.I.B). I.A Distributed Ledger TechnologyGiven the definition of a ledger as an information store that keeps final, definitive, and immutable records of transactions 40 , a distributed ledger is a type of ledger that is shared, replicated, and synchronised in a distributed and decentralised manner 41 .
Este artigo discute como padrões ERC e mecanismos de comunicação cross‑contract sustentam a interoperabilidade entre contratos inteligentes em Ethereum e EVM‑chains. Padrões de tokens como ERC‑20, ERC‑721, ERC‑777 e ERC‑1155 definem interfaces mínimas para transferência, consulta de saldo e eventos, permitindo que carteiras, DEXs, marketplaces e outras aplicações interajam de forma uniforme com ativos fungíveis e não fungíveis, enquanto extensões multi‑token como o ERC‑1155 combinam características de ERC‑20 e ERC‑721 e suportam transferências em lote. A interoperabilidade é reforçada pelo padrão ERC‑165, que introduz um mecanismo padronizado de detecção de interfaces via supportsInterface(bytes4), permitindo que contratos verifiquem, on‑chain, se outros contratos implementam interfaces específicas antes de interagir com eles. Na prática, a comunicação cross‑contract em Ethereum é implementada via opcodes de chamada (CALL, DELEGATECALL, STATICCALL), que permitem compor funcionalidades entre contratos, mas introduzem riscos de segurança como reentrância cross‑contract, em que contratos mal projetados são reentrados por outros antes de atualizar seu estado, abrindo espaço para exploração. Estudos e guias de segurança catalogam padrões de ataques de reentrância, incluindo reentrância entre funções e entre contratos, e recomendam padrões como checks‑effects‑interactions, uso de mutexes e desenho criterioso de callbacks em tokens com hooks (como ERC‑777) para mitigar esses riscos. Conclui‑se que a interoperabilidade de contratos na Web3 depende tanto de padrões de interface bem definidos (ERCs, ERC‑165) quanto de práticas seguras de comunicação cross‑contract, com impacto direto na liquidez, composabilidade DeFi e governança de protocolos.<br>
Smart contracts, self-executing agreements programmed on blockchain networks, represent a technological innovation with profound implications for contract law. India's existing legal framework, the Indian Contract Act of 1872 and the Information Technology Act of 2000, was not designed to accommodate such digital instruments. This chapter examines the legal recognition and enforceability of smart contracts within this dual framework, identifies significant challenges, and explores emerging prospects for regulatory adaptation. The analysis reveals that while India possesses foundational provisions recognizing electronic contracts and digital signatures, the explicit statutory recognition of smart contracts remains absent. Key challenges include the absence of legal personhood for autonomous smart contracts, liability attribution problems, evidentiary uncertainties and jurisdictional ambiguities. This chapter argues that targeted legislative amendments integrating blockchain technology provisions, coupled with judicial interpretation of existing provisions, could facilitate smart contract recognition while preserving consumer protection standards. This balanced approach offers India an opportunity to position itself as a global leader in fintech innovation, without compromising legal certainty.
The emergence of blockchain-based smart contracts represents a paradigm shift in contractual relationships, offering automated, tamper-proof and self-executing agreements that promise to reduce transaction costs and enhance efficiency. Yet, their legal enforceability under traditional contract law frameworks continues to raise complex questions regarding formation, validity, performance and dispute resolution. This research article conducts a comparative doctrinal analysis of the contract law regimes in Pakistan, the United Kingdom and Singapore to assess the extent to which blockchain smart contracts are recognised, validated and judicially enforceable. The study examines key statutes (Pakistan’s Electronic Transactions Ordinance 2002, the UK’s Electronic Communications Act 2000 and common-law principles and Singapore’s Electronic Transactions Act with its blockchain-friendly amendments), judicial precedents, regulatory policies and ongoing legislative developments. Findings reveal that Singapore has established the most progressive and enabling environment, the UK provides flexible common-law recognition with incremental clarifications, while Pakistan’s framework offers only rudimentary electronic-contract validity and lacks specific provisions for decentralised automation and immutability. The paper identifies legislative gaps, highlights best-practice lessons and proposes targeted reforms for Pakistan to align with international standards. Ultimately, this comparative examination underscores the urgent need for legal harmonisation to unlock the full potential of blockchain technology in cross-border commerce while safeguarding consumer protection and judicial oversight.
With the advancement of various technologies, the latest generation of contracts called smart contracts has emerged. The language of these contracts is computer code, and since they are concluded on the blockchain, their contractual provisions are self-executing and irreversible. In these contracts, as in traditional contracts, there is a possibility that due to reasons such as defects, ambiguity, brevity or silence in the provisions of the contract or the inconsistency of the effects of the contract with the intention of the parties, the contract may need interpretation to resolve the disputes that have arisen. Smart contracts can be interpreted based on the way they are concluded with two approaches: textualism or contextualism. To interpret the “wet smart contract” with textualism approach, first, the pre-contract concluded in human language must be referred to within its framework, and not beyond, and it must be examined in accordance with the general rules of contract interpretation, and then the conformity or inconsistency of the effects of the smart contract codes with the intention of the parties should be analyzed. If "smart contract is dry," the contract codes can only be translated with the help of blockchain programmers and interpreted by an interpreter. By examining these codes and analyzing the specified instructions, it can be determined what instructions the parties intended to give to the computer, and the reason for the discrepancy between the effect of the contract and the intention of the parties can be identified and the resulting disputes can be resolved.
This thesis explores the doctrinal and practical challenges of applying the principle of party autonomy (lex voluntatis) to smart contracts and transactions governed by Artificial Intelligence (AI). The decentralized and immutable nature of Distributed Ledger Technology (DLT) fundamentally disrupts traditional private international law connecting factors, such as "place of performance" or "habitual residence." The author analyzes how the Rome I Regulation and the Hague Principles on Choice of Law can be adapted to "code-is-law" ecosystems where enforcement is automated and often bypasses state judicial mechanisms. Special attention is paid to the tension between algorithmic execution and "overriding mandatory provisions" (lois de police), questioning whether an AI can recognize and apply mandatory public policy norms that usually override the chosen law. The paper proposes a hybrid regulatory approach "Lex Cryptographia" that embeds choice of law clauses directly into the smart contract's metadata to ensure legal certainty.
This article examines the probative value of blockchain (distributed ledger technology) in legal proof. It highlights the technology’s core features—decentralization, immutability, cryptography, and time-stamping—and assesses how they fit within rules of evidence, particularly the requirements of electronic writing and electronic signature. The study also discusses the extent of legislative recognition in Morocco and comparative systems, with a focus on identity attribution and the link between a digital record and its author. It concludes that blockchain records may carry increasing persuasive force, while full evidentiary equivalence requires clearer regulatory frameworks and trusted digital services to ensure integrity and reliability.
The article examines the regulatory challenges associated with smart contracts in the Russian legal framework and explores the potential role of UNCITRAL instruments in addressing them. The main problem lies in the absence of a clear legal qualification of smart contracts in Russian law. Although smart contracts are used in practice and are indirectly reflected in certain provisions of the Civil Code, Russian legislation does not define them as automatically formed or automatically performed contracts. As a result, their regulation is largely shaped by the internal rules of digital platforms. The article argues that a smart contract should not be reduced either to a traditional contract, an electronic form of contract, or merely a method of performance. Rather, it should be treated as a sui generis legal and technological phenomenon. Particular attention is paid to the principles of technological neutrality, non-discrimination of automated transactions, attribution of actions performed by automated systems, and unexpected outcomes. The UNCITRAL Model Law on Automated Contracting may serve as an important reference point for developing a balanced Russian approach that combines statutory principles with platform-based regulation.
When a smart contract executes exactly as programmed, it can still fail to do what the parties actually agreed to. This paper examines a structural gap between legal contracts, written in ordinary language that tolerates ambiguity by design, and executable code, which cannot process ambiguity at all. Drawing on Accord Project's own teaching documentation, the paper shows that even the most influential open-source framework for smart legal contracts treats deliberately open legal standards, such as "in the receiver's opinion" or "force majeure," as simple binary variables, embedding legal indeterminacy into code without resolving it. This gap acquires particular urgency in South Korea, where a February 2027 deadline requires tokenized securities platforms to register under a new distributed ledger framework, amid technological fragmentation across at least five competing architectures and a "digital native" model in which the ledger itself, without a parallel central registry, becomes the sole legal record. The paper argues that closing this gap does not require new technology, but a governance requirement modeled on a well-established regulatory pattern found in civil aviation and other fields: certifying verifiable outcomes without prescribing the specific technique used to achieve them. It concludes with a concrete recommendation for Korea's forthcoming distributed ledger standard requirements guideline.
The incessant development and ubiquitous diffusion of information and communication technologies give rise to phenomena of considerable socio-economic and therefore legal significance. Among these, contractual relationships are strongly affected by technological evolution, which provides new tools for negotiating, concluding and executing contracts, with specific operating dynamics and unpublished legal issues. In this perspective, from a legal point of view, the contract-technology combination represents a topical issue for a comparative analysis, which provides the interpreter with an overall view of different local responses to common developments and problems deriving from the use of technology in contracts.
Nabeel Mahdialthabhawi, Ra’ed Fawzi Aburoub, Motiur Rahman, Faris Kamil Hasan Mihna · 5 authors
This study delves into the integration of force majeure and exceptional events into smart contracts. As much as smart contracts simplify the process and guarantee efficiency, the rigidity of these contracts inherently cannot handle unexpected eventualities that might be provided for in a traditional contract with a force majeure clause. This paper explores the impacts of such rigidity and uncovers both practical and theoretical implications for the legal and technological frameworks governing smart contracts through a qualitative analysis of interviews with legal experts, including (attorneys, judges, and academics). The findings show that the immutability of smart contracts leads all too often to disputes, financial risks, and a lack of legal clarity in an unexpected event. Rather than advocating full automation of legal judgment, the study proposes a governance-oriented and legally-grounded framework in which predefined contractual clauses, oracle-based event verification, AI, conditional execution logic, and escalation mechanisms enable controlled and proportionate responses to exceptional events while preserving contractual consent and human oversight. These mechanisms are presented as conceptual and illustrative design strategies through which legal effects can be technically implemented (e.g., suspension, adjustment, termination) under clearly predefined conditions. By integrating empirical legal insights with conceptual technical models, such as a systematic taxonomy of exceptional events, a high-level governance-oriented framework and a procedural flowchart regarding regulatory alignment, the paper contributes to inter-disciplinary literature concerning adaptive governance of smart contracts; the analysis serves as an example how legal doctrines can influence automated contracting without undermining interpretative authority, or legal certainty in cross-border and volatile settings.