Chicago Journal of International Law

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Smart contracts—contracts written into lines of code that automatically execute all or parts of an agreement—are a relatively new technology, which has raised many questions regarding their validity and formation. This Comment looks at smart contracts under the lens of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and analyzes what its provisions have to say on the validity and formation of a contract. This analysis is written from the internationalist perspective, which favors applying the CISG to issues it addresses even in cases where domestic law might apply. Moreover, this Comment argues that a smart contract used as an international sales contract, which embodies an entire agreement within its code, is valid under the CISG because it can meet the formation requirements of the Convention. More specifically, such a contract can show some clear indication of the parties’ intent, and include an offer, an acceptance, and some sufficiently definite indication of the goods, price, and quantity. In addition, smart contracts have the potential to promote international trade, an outcome that is consistent with the goal of the Convention’s creation. The purpose of this analysis is to address legal issues unique to smart contracts and to reduce legal uncertainty by filling an interpretational gap regarding the CISG’s applicability to smart contracts.

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