# Contract law `kaal:entity:contract-law` **Status.** derived This node is assembled mechanically from the 12 claims that carry the concept tag `contract-law`. 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 12 claims across 8 works, 2016 to 2025. **2016** - [2811718-023](https://wulfkaal.github.io/claims/2811718-023) [condition/evidenced] -- As a contractual matter, due diligence promises made in a brochure, on a website, or in a contract with investors must be in writing to be enforceable. > Finally, as a contractual matter, due diligence promises (in a brochure, website, contract with investors, etc.) must be in writing in order for them to be enforceable. Wulf A. Kaal, Private Fund Investor Due Diligence – Evidence from 1995 to 2015 (2016). SSRN: https://ssrn.com/abstract=2811718 **2017** - [2939127-019](https://wulfkaal.github.io/claims/2939127-019) [mechanism/argued] -- Smart contracting on a blockchain often makes conventional legal contracting unnecessary, because smart contracts emulate the logic of legal contract clauses. > Through blockchain technology, smart contracting often makes contractual legal contracting unnecessary as smart contracts often emulate the logic of legal contract clauses. Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, Legal Education in the Blockchain Revolution (2017). SSRN: https://ssrn.com/abstract=2939127 - [2939127-026](https://wulfkaal.github.io/claims/2939127-026) [failure/argued] *(failure mode)* -- Because the legal origin of smart contracting is unsettled, lawyers may argue that smart contracts are void and unenforceable under the law even where the smart contract accurately reflects the parties' underlying agreement. > While smart contracts may reflect the underlying contract between parties, lawyers may argue that "smart contracts" are void and unenforceable under the law. Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, Legal Education in the Blockchain Revolution (2017). SSRN: https://ssrn.com/abstract=2939127 - [2939127-027](https://wulfkaal.github.io/claims/2939127-027) [condition/argued] -- Contract law rules on formation, interpretation, conditions, and remedies require substantive adjustment before smart contracts can be accommodated. > Contractual legal rules regarding formation, interpretation, conditions, and remedies require substantive adjustments of smart contracts in contract law. Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, Legal Education in the Blockchain Revolution (2017). SSRN: https://ssrn.com/abstract=2939127 - [2998033-004](https://wulfkaal.github.io/claims/2998033-004) [failure/argued] *(failure mode)* -- Smart contracts face a legal enforceability risk: they may be attacked as void and unenforceable, because contract law rules on formation, interpretation, conditions and remedies were not written for coded agreements and require substantive adjustment. > lawyers may argue that "smart contracts" are void and unenforceable under the law. Contractual legal rules regarding formation, interpretation, conditions and remedies require substantive adjustments for smart contracts in contract law. Wulf A. Kaal, Blockchain Innovation for Private Investment Funds (2017). SSRN: https://ssrn.com/abstract=2998033 - [3071378-009](https://wulfkaal.github.io/claims/3071378-009) [failure/argued] *(failure mode)* -- Even where a smart contract reflects the underlying bargain between the parties, lawyers may argue that smart contracts are void and unenforceable under the law. > While smart contracts may reflect the underlying contract between parties, lawyers may argue that "smart contracts" are void and unenforceable under the law. Wulf A. Kaal, Blockchain Technology and Race in Corporate America (2017). SSRN: https://ssrn.com/abstract=3071378 **2018** - [3227967-021](https://wulfkaal.github.io/claims/3227967-021) [definitional/asserted] -- A smart contract is computer program code that enables the verification, execution and enforcement of specific terms and conditions of a contractual arrangement. > A smart contract is a computer program code that enables the verification, execution, and enforcement of specific terms and conditions of a contractual arrangement. Mark Fenwick, Wulf A. Kaal, Erik P.M. Vermeulen, Legal Education in a Digital Age Why 'Coding for Lawyers' Matters (2018). SSRN: https://ssrn.com/abstract=3227967 - [3227967-022](https://wulfkaal.github.io/claims/3227967-022) [predictive/argued] -- Smart contract use scales with device connectivity: the more devices are connected to each other, the more smart contracts will be used to execute and enforce legal transactions, and they are already disrupting traditional legal assumptions, doctrines and concepts. > The more devices are connected to each other, the more "smart contracts" will be used to execute and enforce "legal transactions." There is no doubt that smart contracts are already disrupting traditional legal assumptions, doctrines, and concepts. Mark Fenwick, Wulf A. Kaal, Erik P.M. Vermeulen, Legal Education in a Digital Age Why 'Coding for Lawyers' Matters (2018). SSRN: https://ssrn.com/abstract=3227967 **2019** - [3409548-015](https://wulfkaal.github.io/claims/3409548-015) [condition/argued] *(failure mode)* -- Smart contracts face a legal origin problem: lawyers may argue that they are void and unenforceable, and contract law rules on formation, interpretation, conditions and remedies require substantive adjustment before smart contracts fit within it. > While smart contracts may reflect the underlying contract between parties, lawyers may argue that "smart contracts" are void and unenforceable under the law.65 Contractual legal rules regarding formation, interpretation, conditions and remedies require substantive adjustments for smart contracts Kaal, Financial Technology and Hedge Funds (2019). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3409548 **2025** - [5554218-005](https://wulfkaal.github.io/claims/5554218-005) [failure/argued] *(failure mode)* -- Posting cryptocurrency to escrow like smart contracts is often uneconomic compared with traditional financial instruments, and this inefficiency undermines the practical utility of smart contracts as a vehicle for consideration, especially in high value or long term agreements. > posting cryptocurrency to escrow-like smart contracts is often uneconomic compared to traditional financial instruments.10 This inefficiency challenges the practical utility of smart contracts as a vehicle for consideration, particularly in high-value or long-term agreements. 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 - [5886342-008](https://wulfkaal.github.io/claims/5886342-008) [design/asserted] -- Interpretation of the Codex must give priority to the intent of the parties and to the specific context of the legal status or act in question, rather than to a literal or purely systemic reading. > (2) The interpretation of UDLC provisions shall pri- oritize the intent of the Parties, the specific context Furrer Andreas, Wulf A. Kaal, Stephan D. Meyer, Universal Digital Law Codex (UDLC) (2025). SSRN: https://ssrn.com/abstract=5886342 - [5886342-025](https://wulfkaal.github.io/claims/5886342-025) [design/asserted] -- Choosing the Codex carries a default incorporation of the UNIDROIT Principles of International Commercial Contracts 2016 as the basis of the parties' contractual relationship, unless the Codex provides different rules or the parties expressly exclude them. > agree to use the UNIDROIT Principles of Interna- 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-law.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.