ABSTRACT
Smart contracts are computer programs. Somewhat inexplicably, they are also contracts. Can computer programs be contracts? Can code be enforceable? Can contracts self-enforce or self-execute? Can programs execute contracts or automate the performance of contractual obligations? One moment: what exactly are smart contracts? What is the benefit of smart contracts being contracts in the legal sense? For something that is supposed to be a building block of the new crypto economy, there is surprisingly little consensus as to the meaning of the term. Popular narratives promise a decentralized future, where empowered individuals remain in control of their destiny and no longer require overpriced lawyers, evil bankers and corrupt judges. The theories surrounding smart contracts are captivating, indeed. The accompanying legal analyses, however, somewhat shallow. Glossing over inconsistent definitions and conveniently bypassing fundamental questions, legal scholars often seek refuge in tweet-sized one-liners. The new era of crypto-economy starts with a large doctrinal debt concerning the very nature of smart contracts and their role in contract law, if any. The problem is not purely academic in nature. The spate of recent regulations, enforcement actions and court orders reveal a deeply seated conceptual confusion surrounding both the technology and some fundamental legal concepts.
Mik, Eliza, Reverse Engineering Smart Contracts (August 16, 2025), Chinese University of Hong Kong Faculty of Law Research Paper No 24.
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