Summary
The intent of this section is to provide software engineers, developers and users of the Hyperledger suite a basic working knowledge of contract law as it applies in the context of "smart contracts". References and further reading suggestions are provided below if the reader would like to expand their knowledge of the legal principles involved.
Disclaimer
This material is not intended to be, nor provided as, legal advice and the reader is encouraged to obtain their own legal advice on the topics discussed below. Neither the Linux Foundation, Members nor the authors accept any liability for any loss, damage or claims suffered or incurred in reliance of these materials which are provided "as-is" and for general educational purposes only.
Sections
Basic Principles of Contract under Common Law Countries (UK, Australia, NZ etc)
[NOTE TO AUTHORS: This is an indicative high level summary of issues to cover. This list can be refined based on feedback from the community as some topics below will be less relevant for the purposes of a basic overview of contract law.]
FORMATION OF A CONTRACT
- The Fact of Agreement
- The Requirements of Certainty and Completeness
- Consideration
- Intention to Create Legal Relations
- The Requirement of Writing
- Capacity
TERMS OF A CONTRACT
- Express Terms
- Implied Terms
- Construction of Contractual Terms
- Construction of Exclusion Clauses
VITIATING FACTORS
- Misrepresentation
- Misleading or Deceptive Conduct
- Mistake
- Duress
- Undue Influence
- Unconscionable Transactions
- Unfair Contracts
DISCHARGE
- Discharge by Performance
- Discharge by Agreement
- Discharge by Breach
- Discharge by Frustration
ILLEGALITY
- Statutory Illegality
- Common Law Illegality
- Effect of Illegality
REMEDIES BASED ON CONTRACT
- Damages for Breach of Contract
- Actions for a Fixed Sum and Debt
- Specific Performance
- Injunctions
- Equitable Damages
- Rectification
- Rescission
OTHER BASES OF RELIEF
- Equitable Estoppel
- Liability in the Law of Torts
- Restitution
THIRD PARTY RIGHTS
- Privity of Contract
- Assignment of Contractual Rights and Liabilities
Basic Principles of Contract under Civil Law Countries (EU)
(to be completed)
Basic Principles of Contract under US law
(to be completed)
Basic Principles of Contract under the laws of the PRC
(to be completed)
References
Norton Rose Fulbright, ‘Can smart contracts be legally binding contracts’, (full text can be requested at https://www.nortonrosefulbright.com/en/knowledge/publications/a90a5588/can-smart-contracts-be-legally-binding-contracts)
Further Reading
N. Szabo, Smart Contracts: Building Blocks for Digital Markets (1996) (http://www.fon.hum.uva.nl/rob/Courses/InformationInSpeech/CDROM/Literature/LOTwinterschool2006/szabo.best.vwh.net/smart_contracts_2.html)