# Contract formation `kaal:entity:contract-formation` **Status.** derived This node is assembled mechanically from the 5 claims that carry the concept tag `contract-formation`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself. ## Every claim under this term 5 claims across 3 works, 2013 to 2025. **2013** - [2317580-025](https://wulfkaal.github.io/claims/2317580-025) [condition/argued] -- Unlike private contracts, CIAs are not the product of genuine bargaining choice: companies execute them to avoid further prosecution and exclusion from Medicaid and Medicare, so that once the government decides a CIA is warranted, a company that wishes to remain in its industry has its hands tied. > If the government decides a CIA is warranted, the company's hands are tied if it wants to continue to operate within its industry. Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580 **2025** - [5554218-001](https://wulfkaal.github.io/claims/5554218-001) [mechanism/argued] -- Smart contracts disrupt the foundational principles of contract formation in both common and civil law jurisdictions, specifically offer and acceptance, consideration, and enforceability, because their automated and immutable execution lacks the flexibility that law derives from human negotiation and judicial oversight. > smart contracts disrupt foundational principles of contract formation, such as offer and acceptance, consideration, and enforceability, due to their automated, immutable execution, which lacks the flexibility of law, which is based on human negotiation and judicial oversight. Furrer Andreas, Wulf A. Kaal, Universal Digital Law Codex (UDLC) Building the Legal Infrastructure for the Digital Era (2025). SSRN: https://ssrn.com/abstract=5554218 - [5554218-031](https://wulfkaal.github.io/claims/5554218-031) [design/argued] -- The Universal Digital Law Codex should require smart contracts to carry clear, human readable terms alongside their coded protocols, so that the parties' assent to automated terms satisfies the common law standard of mutual understanding. > For example, UDLC mandates that smart contracts incorporate clear, human-readable terms alongside coded protocols, ensuring that parties' assent to automated terms meets the common law standard of mutual understanding. Furrer Andreas, Wulf A. Kaal, Universal Digital Law Codex (UDLC) Building the Legal Infrastructure for the Digital Era (2025). SSRN: https://ssrn.com/abstract=5554218 - [5886342-026](https://wulfkaal.github.io/claims/5886342-026) [definitional/asserted] -- The Codex separates the Will, defined as the actual intent of a legal identity, from the Stated Will, the expression made to others with the intention of being legally bound; this separation is what allows encoded expressions to be tested against actual intent. > (1) A Will is the actual intent of a Legal Identity. Furrer Andreas, Wulf A. Kaal, Stephan D. Meyer, Universal Digital Law Codex (UDLC) (2025). SSRN: https://ssrn.com/abstract=5886342 - [5886342-027](https://wulfkaal.github.io/claims/5886342-027) [condition/asserted] -- Contracts under the Codex are form free by default: formation does not require any particular form unless applicable mandatory law imposes one that cannot be substituted by the principle of functional equivalence. > formation of a contract does not require any particu- Furrer Andreas, Wulf A. Kaal, Stephan D. Meyer, Universal Digital Law Codex (UDLC) (2025). SSRN: https://ssrn.com/abstract=5886342 ## Verify Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust. curl -s https://wulfkaal.github.io/entities/contract-formation.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.