Smarta kontrakt vid kommersiella fastighetstransaktioner - Särskilt om avtals ingående

Detta är en Uppsats för yrkesexamina på avancerad nivå från Lunds universitet/Juridiska institutionen; Lunds universitet/Juridiska fakulteten

Sammanfattning: Blockchains are often associated with cryptocurrencies. However, the scope of use of blockchains is much wider than that. In 2018, the World Economic Forum predicted that 10% of global GDP will be stored on a blockchain by 2025. Using blockchain technology, smart contracts have been developed. Smart contracts are digital agreements established in code and blockchain technology is applied. When certain predetermined conditions are met, the contract is automatically enforced. In 2018, a real estate sale was conducted using blockchain technology. In the thesis, it is argued whether commercial real estate also can be transferred using the technology and whether it can facilitate the transactions. Commercial real estate is usually transferred through corporate acquisitions, i.e., the property is packaged into a company and then the shares of the company owning the property are sold. The commercial real estate sector accounts for about 40 % of Sweden's GDP and is thus of major importance for the Swedish economy. The main purpose of the thesis is to investigate how concluding contracts using smart contracts in commercial real estate transactions relates to the Swedish legal system, in particular the Swedish Contract Act and general contract law principles. In order to investigate the purpose, three investigations are carried out; how contracts are concluded under Swedish law, how commercial property transfers through corporate acquisitions are normally carried out and how smart contracts work. It is argued in the analysis whether smart contracts can be considered as contracts under Swedish law and whether real estate transfers through corporate acquisitions can take place using smart contracts. Finally, it is argued how concluding smart contracts should be interpreted under Swedish law. In order to determine whether smart contracts can be regarded as contracts under Swedish law, smart contracts are compared with the basic contractual requirements set out by Adlercreutz, Gorton and Lindell-Frantz. The smart contracts are then compared with EDI contracts (contracts that arise between the respective systems of computers, i.e., without human intervention) in order to demonstrate that the smart contracts should be considered as contracts under the Swedish law. It seems to be theoretically possible to use smart contracts in commercial property transfers through company acquisitions. In view of this, it is discussed how smart contracts, in these transfers, relate to the Swedish Contract Act when concluding contracts. The Swedish Contract Act, which is technology-neutral, does not prevent the use of smart contracts. Furthermore, freedom of contract is a fundamental principle of Swedish law which provides that the parties are free to choose the form of the contract in question. However, given that smart contracts slavishly adhere to the terms set out in the code, it is not clear how, for example, errors of explanation should be interpreted or how withdrawals should be made. The code is considered to be "law". For this reason, my thesis is that general rules should be developed to allow smart contracts to be used in the future.

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