The Contract Law For Linking Contract Provisions Of Smart Contract

Focusing on the theme of how the contract law should regulate the linking contract provisions of smart contract,this article is divided into five parts.After defining the concepts and types of linking contract provisions of smart contract,we mainly discuss three specific issues:how to judge the contract validity of the smart contract payment linkage clause,how to give relief when the linking contract provisions is invalid,how to make effective ex ante regulation in case that ex post relief costs are too high.The first part is the basic concept of contractual regulation for linking contract provisions of smart contract.The linking contract provisions is based on the logic of the computer program "if-then" as the default condition for the execution of other smart contracts,thus forming an interactive contract system.The linking contract provisions can be categorized into three forms,including conditional validity type,contractual type,and the type of nexus of contract,which correspond to conditional effective clauses,contractual clauses,and company contract theory in the contract law.Therefore,the contract law system should follow the typological thinking.In addition,although it can correspond to the existing contract law norms,there are still certain differences in various kinds of linking contract provisions.Special attention should be paid to the technical characteristics of smart contracts in the construction of specific regulations.This particularity of smart contracts requires the provision of special contract law norms,including special standard and special rules.These special concepts and special rules ultimately manifest themselves in the special restrictions that the state will impose on the freedom of the parties to establish rights and obligations.Specifically,they are special effectiveness judgment rules,relief rules,control rules,organization rules,and so on.The second part is the rules for judging the validity of linking contract provisions.Compared with the traditional contract,the linking contract provisions do not have much difference in the construction of effective elements,in addition to the special requirements that the contract code can be accurately identified,it should still have the corresponding civil capacity,genuineness of assent and legality.Of course,when applying to different types of linking contract provisions,the corresponding requirements should be specially limited according to the characteristics of the clauses.In addition,linking contract provisions is the link among several smart contracts,the invalidity of any one of the smart contracts will cause changes in the effectiveness of entire linking contract.Therefore,from the aspect of efficiency value,try to avoid the entire linking contract from invalidity is an attitude that should be upheld in judicial decisions.The third part is the relief rules of linking contract provisions.It is difficult to apply the general rules of the contract law in order to deal with invalidity of smart contract terms.However,after the smart contract terms are invalid,the restoration of transaction data in blockchain is not only costly,but also detracts from the trustable technical advantages of blockchain and the characteristics of decentralized supervision.The return is also not a rational choice,because it is also costly.The feasible way is to adopt a combination of internal mechanisms and external judicial intervention.The fourth part is the control rules of the linking contract provisions.According to the principle of the format clause,the linking contract provisions also require that.However,for the ex post facto regulation is nearly impossible,we must shift our focus to the ex ante.As far as specific regulatory measures are concerned,some customary measures have been spontaneously formed in practice,such as mandatory contract clauses,contract platform classifications,and the introduction of third-party intermediary review agencies;this article also supports the theoretical ideals such as adding legal restrictions and artificial judgment into smart contract oracle system.As the trading rules,the contract law should actively absorb these regulatory measures.The fifth part is the organization rules of the linking contract provisions.This type of linking contract is similar to company,including the legal personality,limited liability,free transfer of shares,management under the structure of the board,and investor’s ownership.It will be a feasible path to establish organizational governance rules from the perspective of corporate law theory.This path is not only for the fair value,emphasizing the protection of ordinary investment users,but it is also to reduce the trading costs for efficiency.