Smarta kontrakt: Kalla och beräknande viljeförklaringar - En allmän avtalsrättslig undersökning av smarta kontrakt på blockkedjor.

Sammanfattning: In this essay I discuss contract formation and contract interpretation with regards to smart contracts. Smart contracts are computer programs inserted on a blockchain, with the purpose of facilitating an exchange of digital goods between the parties. Blockchain technology is used to store smart contracts in order to imbue the smart contract with several useful qualities for contracting in a trustless environment. By using the blockchain, the smart contract becomes immutable, and performance is said to become guaranteed, which means that the parties no longer must trust one another not to breach the contract, either by accident or willingly. Some authors have suggested that the self-executing nature of smart contracts, in combination with its immutability, renders current legal institutions, such as the courts, non-essential. This paper demonstrates how this conclusion is, at best, naive, since contract law serves largely as a remedial function, while the usage of smart contracts seeks to guarantee performance ex ante. This essay concludes that the expression of will is an unavoidable part of Swedish contract law, despite some authors suggesting that this approach is not satisfactory for several common types of contracts. This conclusion forms the basis of my analysis when discussing contract formation on the blockchain. I conclude that the act of uploading a smart contract to the blockchain, in general, must be regarded as an invitation to offer. This is because Swedish contract law draws the distinction between offer and invitation to offer based on whether the receiver had reason to believe that the offer was directed to her or a group including her. The act of sending a cryptographically signed message, instigating the execution of the contract is identified as an offer, and the subsequent performance of the contract is regarded as an acceptance of the offer. The interpretation of a smart contract is associated with several difficulties, which are linked to the immutability of the smart contract, and to the fact that the smart contract self-enforces. The smart contract is unable to consider circumstances which are relevant when interpreting traditional contracts. Such circumstances include prior negotiations, the expectations of the parties and other written terms which interact with the contract. Furthermore, this essay concludes that when there is a written representation of the party’s agreement, and the smart contract executes in a fashion which is incompatible with the written contract, the written contract has primacy over the smart contract, in general.