The displacement of traditionally negotiated contracts by technological substitutes-smart contracts, decentralized autonomous organizations (DAOs), platform-governed gig arrangements, and AI-generated agreements-poses foundational challenges to U.S. contract law that existing doctrine is ill-equipped to resolve. This article examines how code-and algorithm-based governance restructures contractual relationships, analyzing fragmented legal responses at both the federal and state levels. It further distinguishes between complements (mechanisms that enhance contractual efficiency and enforceability) and substitutes (instruments that displace contractual governance functions altogether). The article argues that U.S. federalism generates a characteristic problem: the same jurisdictional competition that enables rapid regulatory experimentation simultaneously produces temporal fragmentation, interpretive divergence, and compliance asymmetries, imposing disproportionate costs on smaller commercial actors. The staggered state adoption of the 2022 U.C.C. amendments exemplifies this structural tension. The analysis contends that distinctive features of the U.S. civil litigation system-including broad discovery, the American Rule on attorney fees, and opt-out class actions-create an enforcement gap that drives endogenous market demand for self-executing substitutes and automated complements as alternatives to costly formal adjudication. Critically, this litigation-driven technological innovation is not normatively neutral: while it enhances efficiency and reduces transaction costs, it simultaneously erodes public accountability and renders large portions of state-made law practically ineffective. Unresolved questions of worker classification, platform accountability, and AI-generated intellectual property ownership reveal the outer limits of a legal order confronting technologies indifferent to territorial boundaries, necessitating a deeper reassessment of assent, unconscionability, fairness, and accountability in modern U.S. contract law.
Distributed Ledger Technology (DLT) is considered to be used in processing crypto assets, constructing smart contracts and data governance. As the evidence shows that application of this technology has become beneficial, number of business models created by this technology is increasingly large. However, in Myanmar, not all of business models attributed to this technology are legally allowed yet. This fact made the research to explore why there was a ban on minting crypto currency in Myanmar. However, other opportunities to use the cryptographic and block-chain concepts have not been blocked. Based on the guidance and pro and con articulations relating to this cutting-edge technology, this research offers the view that the Central Bank of Myanmar is responsible in opening up more business models. The bank requires revisiting its order or issuing the supplemental manual not to abuse the advanced technology
The emergence of Decentralized Autonomous Organizations (DAOs) represents a paradigm shift in organizational governance, replacing traditional corporate structures with algorithmically governed models on blockchain networks. This article provides an analysis of the private international law (PIL) challenges posed by the BRICS Pay Consortium, a proposed decentralized payment messaging system for BRICS member states, modeled on DAO principles. The BRICS Pay Consortium DAO highlights a fundamental tension between the transnational and often decentralized nature of blockchain and conventional territorial legal frameworks. The Consortium is designed to operate without a central headquarters or legal personality, thus undermining traditional PIL connecting factors-such as domicile, registered office, and principal place of business-used to determine jurisdiction and applicable law. The article examines divergent global framework for the regulation of DAOs. By evaluating current responses-including statutory legal wrappers and on-chain dispute resolution-this article demonstrates that existing doctrines are inadequate for decentralized entities. It concludes that existing frameworks on jurisdiction and choice of law are currently inadequate for the complexities of the BRICS Pay Consortium DAO. Ultimately, the article argues that resolving these challenges requires a transition from traditional territorial models toward regulatory innovation, contractual best practices, and cross-border cooperation.
The emergence of Decentralized Autonomous Organizations (DAOs) represents a paradigm shift in organizational governance, replacing traditional corporate structures with algorithmically governed models on blockchain networks. This article provides an analysis of the private international law (PIL) challenges posed by the BRICS Pay Consortium, a proposed decentralized payment messaging system for BRICS member states, modeled on DAO principles. The BRICS Pay Consortium DAO highlights a fundamental tension between the transnational and often decentralized nature of blockchain and conventional territorial legal frameworks. The Consortium is designed to operate without a central headquarters or legal personality, thus undermining traditional PIL connecting factors—such as domicile, registered office, and principal place of business—used to determine jurisdiction and applicable law. The article examines divergent global framework for the regulation of DAOs. By evaluating current responses—including statutory legal wrappers and on-chain dispute resolution—this article demonstrates that existing doctrines are inadequate for decentralized entities. It concludes that existing frameworks on jurisdiction and choice of law are currently inadequate for the complexities of the BRICS Pay Consortium DAO. Ultimately, the article argues that resolving these challenges requires a transition from traditional territorial models toward regulatory innovation, contractual best practices, and cross border cooperation.
This paper explores how Decentralized Autonomous Organizations (DAOs) could inform and shape participatory procedures in democratic governance. We apply DAO decision-making, such as rule-based input aggregation, transparent participation, and programmable decision-making, to a real-world case: the legislative development of the Swiss E-ID law, a proposal to establish a digital identity system for secure online authentication for Swiss residents. Using data from the official legislative consultation, we simulate how DAO-inspired mechanisms could have altered the aggregation of input and policy outcomes. Our analysis contributes conceptually and empirically to debates on digital democratic innovations, showing how programmable governance can be used not only to design new institutional forms, but also to critically assess the procedural dynamics of existing ones.
Probate stands as a bastion of legal formalism, seemingly resistant to the transformative currents of digital innovation that have swept through other domains of American law. While financial transactions, real property conveyances, and contract execution have increasingly begun exploring the use of Web3 technologies such as blockchain and smart contracts, estate and probate law remain tethered to paper-based procedures and rigid execution requirements. Nevada was the first state to provide legal support for Web3 technology, amending its Uniform Electronic Transactions Act statutes in 2017 to recognize blockchain-based transactions as valid and judicially enforceable. Yet despite this progressive legislative framework, the state’s estate and probate laws remain unchanged. What reforms are required to extend this legal recognition of blockchain to testamentary instruments and probate administration? To explore this, I begin in Part I by examining Nevada’s existing statutory framework for traditional paper wills, electronic wills, and probate administration, identifying where these laws diverge from the state’s more progressive legislation governing blockchain-based transactions. In Part II, I introduce the concept of a blockchain will, explain its technical functionality, and discuss how such instruments can be amended, revoked, or rendered obsolete. I then propose specific legislative reforms that could allow blockchain wills to serve as legally recognized alternatives to traditional paper wills, including the creation of a state-managed blockchain will registry that would provide the procedural infrastructure for securely filing, validating, and preserving blockchain wills. To illustrate how these proposals might operate in practice, hypothetical examples modeling blockchain-based testamentary execution and probate are included. Finally, I analyze the policy considerations both for and against reform, examining the legal barriers that must be addressed and the potential benefits this technology could bring to probate courts.
Based on distributed ledger technology, a new type of arbitration courts has been emerging in the world for the last five years. Their task is to resolve disputes using blockchain and smart contracts. Did the creators of the idea of “distributed justice” really invent a new way to effectively and fairly resolve disputes in the 21st century? Blockchain arbitration involves resolving disputes using the theory of multi-person games, the concept of Schelling point, the idea of decentralized autonomous organizations (DAO), tokens and crowdsourcing. The article attempts to answer the question of whether arbitration decisions made on the basis of economic incentives can be considered to meet the criteria of Aristotelian rectificatory justice. The article is analytical in nature, addressing a topic that has only become relevant in the world a few years ago. The analysis uses theses from cryptoeconomics and game theory. The work initially outlines the problems. Due to the small number of experiences of digital arbitration in the world, the theses and hypotheses of the text, written from the perspective of theory and philosophy of law, require further in-depth analyses.
This article addresses the complex issues of choosing legal principles in international commercial contracts in the context of globalization and the rapid development of digital commerce. It analyzes the fundamental principle of party autonomy, in particular its explicit (expressly stated in the contract) and implied (determined based on the circumstances) forms. The paper considers the adaptation of traditional legal approaches to modern challenges such as smart contracts, decentralized autonomous organizations (DAOs) and jurisdictional uncertainty. The immutability of smart contracts, while providing commercial certainty, simultaneously gives rise to legal paradoxes and regulatory gaps, as demonstrated in the case of Van Loon v. US Treasury. The need to obtain legal entity status for DAOs creates a market of “legal shells” offered by various jurisdictions (e.g., Wyoming, Switzerland). The emergence of innovative mechanisms such as multi-signature arbitration in dispute resolution leads to the privatization of enforcement proceedings. The aim of the study is to examine the adaptation of traditional legal approaches to modern challenges such as smart contracts, decentralized autonomous organizations, and jurisdictional uncertainty. The paper uses legal analysis and case study methods. The results show that the immutability of smart contracts creates legal paradoxes, while mandatory public law rules limit the voluntary autonomy of the parties.
The profound digital transformations currently shaping the world—particularly in the field of contracting—have given rise to a new type of legal relationship known as self-executing smart contracts. These contracts are characterized by their autonomous conclusion and execution through blockchain technology, without the need for continuous human intervention. This poses a significant challenge to traditional legal frameworks, foremost among them the conflict-of-law rules in private international law. These rules presume the existence of certain criteria that allow for the determination of the law applicable to the legal relationship in dispute, whether based on the place of contract formation, the place of performance, or the nature of the contested relationship. However, the decentralized technical nature of self-executing contracts undermines these assumptions and weakens the ability of the adjudicator to apply traditional legal tools in understanding the relationship and attributing it to the appropriate legal system.
The diverse potential applications of blockchain technology, or so-called universality, can actually bring fear and a sense of loss to many. This study attributes this to legal uncertainty. For example, while the experience of “The DAO” incident demonstrated the complexity and risks of distributed ledger technology (DLT) and tokens, the potential and legal implications of decentralized and decentralized organizations remain unclear. This has raised serious questions about the future. To analyze the issues, assess applicability, and explore legal directions, it is crucial to understand the technical aspects. First and foremost, it is crucial to understand and examine the structural and operational legal issues surrounding DAOS, establish their legal status, and establish legal regulations.<br/> With this understanding, this study aims to address the following key issues: von Gier) and how it can be viewed from the perspective of corporate law. ii) To conduct a broad comparative legal review, we first analyze the enactment of the DAO Act in Wyoming, USA. This will be followed by a comparative study of other representative legislative examples actively utilizing DAOS. iii) We examine effective legal regulations, including those related to operational management and legal acts, to eliminate legal uncertainties that may arise during the process of establishment, operation, and dissolution of corporations and organizations. iv) As mentioned above, we aim to structure the discussion around corporate law from a macroscopic perspective.<br/> Specific details include the rights and obligations of the parties, various situations related to compensation in the event of damages, matters related to proof of breach of rights and obligations, and the subject and scope of liability. This model also provides a framework for preparing for situations where a legislative vacuum may arise before the law is enacted.
This study aims to demonstrate the role of explicit and implicit will in determining the law applicable to smart contracts. Traditional attribution criteria have become incapable of determining the law of digital contracts. This requires a more effective legal system that is compatible with the nature of this type of digital dispute, ensuring legal security and protecting the legal positions of the parties to the contract. This study was conducted using an analytical approach, analyzing relevant legal texts in national and international laws, in addition to a comparative legal approach to study comparative laws in the Anglo-American and Latin American systems, to demonstrate the role of these systems in establishing rules for smart contract operations through digital platforms. The study revealed that the explicit will is the best traditional solution available in legal systems for determining the law applicable to smart contracts. While implicit intention has diminished the importance of the unified elements of a smart contract across all contracts, rendering it incapable of establishing a method for determining contract law. The virtual and decentralized nature of these contracts has led many legislators to refrain from addressing them, given the difficulty of creating a legal system in light of the infrastructure that requires development to accommodate contractual processes in this type of contract. Legal development in the field of smart contracts and artificial intelligence is necessary through the study of technical aspects by specialists to develop a substantive law that addresses the legal issues that arise when implementing smart contracts similar to electronic contracts. This law also addresses the issue of determining the law applicable to the international nature of this type of contract, or through developing attribution criteria that align with the nature of virtual disputes.
With the emergence of the metaverse, some problems relating to trader responsibility, which had previously long been addressed, have now resurfaced and come back to life. One of these problems is the question of who should be held accountable for harm inflicted by defective or counterfeit products sold by third-party vendors in metaverse marketplaces. Under the common law, liability for defective or counterfeit products rests with the immediate seller of the product. But, unique aspects of the metaverse may make holding sellers liable unwise, difficult, or even impossible. The law confronted a similar question after online platforms emerged. Currently, common law principles of negligence and product liability still assume liability rests with the seller. But, in some cases, courts have modified the law to impose contributory liability on online platforms in addition, as these platforms are viewed as the cheapest cost avoiders and are in the best position to distribute the damage. As the metaverse, an augmented reality platform, gains momentum, it poses new problems for products liability. Imposing liability on these augmented reality platforms does not necessarily follow the same rationales as imposing liability on e-commerce platforms. This is because, unlike traditional e-commerce platforms, metaverse platforms are operated on the blockchain and are governed by decentralized autonomous organizations (DAOs) enabled by algorithms. Metaverse platforms do not reside on a single server. Instead, content is distributed across an infinite number of servers in a peer-to-peer network. This means metaverses have no single point of authority making it essentially impossible to assign liability to the platforms. Even if it were possible to assign liability to individual DAO members, there would be tenuous economic justification for assigning such liability, as members on the metaverse lack the ability to monitor transactions on the platform. As such, unlike typical online platforms such as Amazon, metaverse members are likely not the cheapest cost avoiders. Applying the law for e-commerce platforms to metaverse platforms risks generating an accountability gap resulting from diffusion of responsibility where many entities are involved in a transaction and none of them act to prevent harm. This also risks leaving victims of defective products or fraudulent transactions without recourse. For these reasons, holding metaverse platforms responsible for the merchandise sold on them may be undesirable as a policy matter. In this Article, we propose a “know your trader” rule for marketplaces. Under this new approach to the long-standing financial trading rule of “know your customer,” traditional online marketplaces and innovative metaverse marketplaces would have to verify the identity of their traders before the traders could enter the system. The marketplace would confidentially maintain traders’ identities to protect the anonymity that draws many to the metaverse in the first place. However, a plaintiff could pierce the veil of anonymity when they present prima facie evidence that their case could survive a motion to dismiss. This idea builds on several statutory proposals and laws in the European Union and the United States that require online marketplaces to identify and verify traders. The Article explains why this rule would be more effective and more efficient than the current application of the rule. Finally, the Article addresses potential free speech objections based on trader anonymity, concluding that the proposed framework is permissible under the First Amendment.
The insurance sector is no different from the other sectors examined in this book. It is likely to be transformed as it becomes increasingly digitised. This chapter explores the current developments and potential impacts of technology on the collection and usage of data pertaining to insurance products. It highlights how the states examined in this chapter have statutes in place for the governance of insurance contracts. The chapter points out how blockchain insurance, distributed ledger, cryptography, and smart contracts have the potential to disrupt the insurance industry. The adoption of this technology will improve pricing, risk assessment, and efficiencies. On the other hand, it could result in the insurance policy itself being tokenised, creating new market opportunities. A number of judicial decisions presented in this chapter demonstrate the interface between contracts and insurance policy and the need for vigilance as they become increasingly digitised. Finally, the chapter briefly demonstrates the importance of arbitration and the new developments in regard to open insurance.
The evolution of online dispute resolution (ODR) within the platform economy has fundamentally transformed the landscape of commerce and dispute resolution in the digital era. This chapter delves into the intricate dynamics of ODR mechanisms in China tailored to address transaction-related disputes as well as IP disputes. Highlighting the trajectory of ODR innovation and the convergence of multi-stakeholder interests, this chapter underscores the pivotal role of ODR in enhancing transparency through crowdsourced judgment, expedited resolution efficacy, user trust, platform loyalty, and dispute prevention. By examining the driving forces propelling ODR development – including economic efficiency, the alleviation of judicial burden, the alignment with diversified dispute resolution (DDR), and the advocacy of IP protection – this chapter elucidates the multifaceted implications and nuances of ODR implementation. It also probes into the challenges and outlines prospective advancements, paving the way for continuous ODR refinement amidst the evolving platform economy context throughout the globe. The implications of these findings, such as the emphasis of user participation and the balance of multi-stakeholder interests, extend to the evolving web3 ecosystem, emphasizing the significance of well-designed ODR mechanisms in mitigating disputes and fostering sustainability of the web3 economy. Moreover, this chapter elaborates on how ODR in China sets an influential precedent, reflecting the collaborative and innovative approach in shaping regulations, advancing IP protection, and fostering co-regulation within the digital economy globally.
The internet has undergone significant transformations over the past three decades, progressing from the early ‘read-only’ Web1 to the interactive ‘read-and-write’ Web2, and is now entering the era of Web3 marked by decentralisation, user-centricity, and transparency. In Web3, users transition from passive consumers to active participants, contributors, and owners of the digital landscape. Essentially, in this Web3 space, participants enjoy greater autonomy to create their own ‘society’ and engage in transactions.
This chapter sketches an agenda for future research in the field of dispute resolution, with specific reference to Distributed Ledger Technology (DLT) finance. The chapter casts a spotlight on research questions that currently remain unanswered and puts forth suggestions as to how those gaps may be filled. First, the chapter considers “traditional” dispute resolution mechanisms, such as court litigation and arbitration, and investigates their potential and limitations in tackling disputes related to DLT finance. Then, the focus shifts to new instruments of online dispute resolution (ODR), once again scrutinising their suitability for the resolution of DLT finance-related conflicts. Finally, the chapter draws some general conclusions on future research avenues in this field.
Communities that stretch across international borders struggle to resolve their members’ disputes. It is not a trifling problem. Distributed protocols such as Ethereum, EOS, and Dash host hundreds of billions of dollars in assets and handle transactions worth millions daily. Their members likely number in the tens of millions, scattered in unknown locations across the globe. Even the most successful of these communities have fractured over questions of how to interpret, apply, and amend their rules. The resulting “governance by hardfork” has generated skepticism about all things crypto – from currencies, to economics, to governments. Distributed protocols need a comprehensive, trustworthy, independent set of rules for resolving disputes. Ulex, an open source legal system, offers a solution. Its substantive and procedural rules can resolve the disputes of communities stretching across international borders. Its flag-free rules, drawn from tested and trusted private and non-governmental sources, define a wide range of legal claims and the procedures to follow in resolving them. This paper explains how Ulex can upgrade the governance of distributed protocol communities, describes current efforts on that front, and paints an attractive future of open source, non-territorial law.
Nabeel Mahdi Althabhawi, Ra’ed Fawzi Aburoub, Mohamad Rizal Abd Rahman, Faris Kamil Hasan Mihna · 5 authors
While smart contracts enhance efficiency and transparency, they raise legal and technical issues. Smart contracts do not involve face-to-face negotiation or discussion, which contributes to difficulty in confirming that both parties agreed to the terms. Moreover, while smart contracts that encode the intention of the parties show up on the blockchain as digital signatures or as preprogrammed actions, this begs the question as to precisely whether this reflects their intention and mutual consent in the first place. Furthermore, the execution of offer and acceptance in an automated manner poses a challenge to the traditional principles of contract law, as it may rely on adhesion contracts that limit the opportunities for negotiation. Moreover, the verification of legal capacity of the parties identified under a pseudonym is another challenge in a decentralized blockchain environment, especially for cross-border transactions that set varying legal standards. Through a mixed-methods approach of thematic analysis of interviews and literature review, the research responds to these challenges, across practical and theoretical domains. Proposed solutions include biometric identification, digital identity schemes, and AI-assisted consent verification. The study recommends aligning traditional legal principles with technological advancements and fostering international collaboration to create robust frameworks, ensuring fairness and enforceability in smart contracts. This study concludes that a twin-track approach—combining technological improvements with regulatory adjustments—is critical for ensuring the fairness, enforceability, and reliability of smart contracts.
Blockchain technology is reshaping a wide range of sectors, from finance and law to art. The rise of blockchain platforms offering "blockchain arbitration" suggests a shift toward faster, cheaper and decentralized dispute resolution. A key advantage often highlighted is the potential for automatic enforcement of decisions using smart contracts. However, since this is only a possibility, many decisions will be enforced through traditional means. Given the inherently global nature of blockchain arbitration disputes, an important consideration is whether their decisions can be recognized and enforced under the New York Convention. This paper explores whether blockchain arbitration decisions qualify as awards enforceable under the New York Convention and whether their decision-making process meets the Convention's enforcement criteria. The author recognizes that the procedural aspect of public policy may be undermined by the way decisions are rendered in blockchain arbitrations.
This article analyzes emerging U.S. litigation that attempts to bring decentralized autonomous organizations (DAOs) into traditional court systems by grappling with questions of legal personhood and procedural norms. The author examines how courts and litigants have confronted the fundamental issue of whether a DAO can be recognized as a sui generis legal entity capable of being sued or must instead be treated as an unincorporated association or other traditional form. The piece highlights the procedural complexities of serving process on DAOs that lack centralized leadership, identifiable agents, and conventional corporate infrastructure. The author situates these procedural and doctrinal challenges within broader debates about how existing legal frameworks adapt (or fail to adapt) to decentralized digital organizations. Ultimately, the article assesses how recent cases reveal both the flexibility and limits of current law in accommodating novel organizational forms, with implications for future DAO litigation and governance.
This case analysis examines three sequential English High Court decisions in the litigation between the Crypto Open Patent Alliance (COPA) and Dr Craig Wright. The trilogy comprising the Relief Judgment , the Contempt Judgment, and the General Civil Restraint Order (GCRO) Judgment demonstrates the Court’s methodical progression from injunctive relief to contempt findings and ultimately to a civil restraint order. These judgments illustrate how English civil procedure addresses persistent and meritless litigation, particularly in the areas of digital assets, blockchain technology, and intellectual property. The Court focused on safeguarding judicial resources while protecting the interests of affected parties by balancing the need for access to justice with the necessity of deterring vexatious conduct.