| Blockchain,as an emerging technology development direction and industry development field,has attracted extensive attention from the global scientific and technological,economic,legal and government personnel.At the same time,the emergence of blockchain technology also raises new questions about current law and regulation.The concept of smart contract is earlier than the birth of blockchain technology,but the smart contract running on the blockchain platform can really play its function design of automatic performance of the agreement.Since the birth of Ethereum blochchain,blockchain smart contract,as the most important technical means in the application level of blockchain platform,has been brilliant in social and economic life.In recent years,Non-fungible Token(NFT),Decentralized Autonomous Organization(DAO),Metaverse,Web3.0 and other concepts have become popular in blockchain network,which are also inseparable from the application of blockchain smart contracts.What is not commensurate with the popularity of the above concepts is that there is no system of legal research on the blockchain smart contracts.The existing research results do not have a deep understanding of the technical principles of some application scenarios or even have deviation,and some phenomena fail to combine the basic legal theory with the actual scenario to explain coherently,leading to the fragmented and superficial problems of the research on the blockchain smart contracts.Based on the actual observation of application scenarios,this paper deeply combines technical principles and starts from the perspective of systematic interpretation of civil law,trying to explain the practical patterns of blockchain smart contracts in different application scenarios,to summarize the interpretation results and to explore the regulatory path.The first chapter of this paper aims to sort out the technical principles and application scenarios of blockchain smart contracts,and on this basis,put forward the core issues that need legal interpretation.By analyzing the technological principles of blockchain and the evolution of smart contracts,as well as observing the application scenarios and examples of smart contract in depth,this paper traces the history of different concepts named "contract" and makes a comparative analysis from the perspective of concept combing,and points out that the concept of "contract" in smart contract reflects the spirit of contract and the contractual autonomy model in cyberspace.Rather than a simple alternative form of legal contracts in cyberspace,blockchain smart contracts are the basic governance means of blockchain network.Decentralized blockchain network space can realize independent order without legal regulations,which depends on the deployment and execution of smart contracts to a large extent.Because of this,the impact of blockchain smart contracts on social and economic life is not limited to the field of contract law,but also poses challenges to many other areas of traditional civil law.In combination with the specific application scenarios of blockchain smart contracts,the following sections will provide legal explanations from different fields and perspectives of contract law,property law,organizational law and dispute resolution.The second chapter focuses on specific contract law issues in the application of blockchain smart contracts to legal contract scenarios.In terms of the relationship between blockchain smart contract and legal contract,this paper believes that the issue is not a simple "yes" or "no" judgment,but the actual impact of smart contract on legal contract should be analyzed according to practice.Through observation,smart contract can be applied to different stages of contract conclusion and performance,and usually includes the performance stage,because the main purpose of introducing smart contract technology is to ensure the automatic performance of the legal contract.When blockchain smart contract is applied to contract conclusion,the special problems arising in the structure of "offer and acceptance",the formality of contract and the interpretation of contract terms need to be properly solved through legal interpretation,especially learning from the interpretation method of traditional electronic contract.When the blockchain smart contract is applied to the contract performance stage,the automatic performance of the contract makes the contractual creditor’s right obtain stronger performance guarantee and even some kind of "real right" effect,which is the biggest change brought by the smart contract to the traditional legal contract.The third chapter discusses the specific issues related to property law in the application scenario of blockchain smart contracts.As for digital tokens as blockchain digital assets,most of the digital tokens come from the creation of blockchain smart contracts,and the technical and legal characteristics of smart contracts also directly affect the property rights presented by digital tokens.As a new type of network virtual property,the blockchain digital token is fundamentally different from the traditional network virtual property in terms of dominance and publicity.This paper believes that the blockchain digital token should be recognized as having a strong effect to the world,and the judicial precedents at home and abroad have also recognized it in practice to varying degrees.At the same time,the content of property rights of digital token is different from the legal absolute rights in the traditional sense.Its rights themselves come from the creation of smart contracts rather than the legal provisions,and the contract codes can freely create the content of rights and the exercise of rights,so it should be recognized that the content of rights and the trading rules are different from the traditional absolute rights.Finally,the real asset value of digital token comes from the underlying asset associated with it.In other words,the essence of digital token is "certificate of rights".The form of "tokenization" also presents different states in practice according to the different underlying assets.Through the creation of blockchain smart contracts,digital tokens themselves can be characterized as digital assets,and "tokenization" is the core feature of this type of digital assets.The fourth chapter mainly discusses the organizational law issues of Decentralized Autonomous Organization(DAO)composed of complex smart contracts.Although similar " Nexus of contracts" can provide theoretical basis in history,this paper argues that the problem of DAO cannot be fully solved from the perspective of contract law merely,but must be explained through the perspective of organizational law.In terms of internal governance,the governance problems of DAO are fundamentally different from those of traditional companies.The core of DAO’s governance lies not in how to restrain the centralized management,but in how to solve the problem of inefficient or even ineffective decisionmaking brought by the flat governance structure.The daily operation of DAO can only be realized through the pre-agreed decision-making system,economic incentives and the concrete implementation of smart contracts.In terms of external subject status of DAO,there is a theoretical possibility and a strong practical demand for granting subject status to DAO.Many foreign legislations have clearly recognized the subject status of such organizations,and endowed organization members with the privilege of limited liability by drawing on the traditional LLC model.Under the current law of China,it is more appropriate to interpret it as a non-legal person organization,but it still needs some special institutional designs to adapt to this new type of organization.The fifth chapter discusses dispute resolution of blockchain smart contracts.Although the core function of blockchain smart contracts is to realize the automatic performance of the contract to avoid contract default,this is only an ideal state.In fact,just like traditional contracts,disputes surrounding blockchain smart contracts may not be entirely caused by contract default.Moreover,the application of smart contract besides the contract may also cause disputes due to various reasons.As blockchain smart contracts are applied more and more widely,the corresponding dispute resolution mechanism has become a necessary supporting system.It is observed in this paper that the corresponding dispute resolution mechanism also has the characteristics of decentralization,which is different from the traditional dispute resolution such as courts or arbitrations in terms of both dispute resolution subjects and specific adjudication methods,including the anonymized adjudication subjects,the verdict conclusion reached by community consensus,the application of game theory and economic incentives.Eventually,the verdicts will be enforced also through smart contract execution.Decentralized dispute resolution is a dispute resolution method adapted to blockchain network,which has its reality and corresponding theoretical basis.But at the same time,not all disputes related to smart contracts can be resolved in the above ways,so it is necessary to explore the difference and connection between on-chain and off-chain dispute resolution methods.Through the civil law explanation of the phenomena and problems caused by blockchain smart contracts in different application scenarios,this paper tries to incorporate it into the current concept and system of civil law as far as possible.But at the same time,it also finds a number of issues that need to be further clarified by laws and regulations,and areas that are more difficult to fully regulate through the laws of sovereign states.Blockchain smart contract,as a basic tool for the autonomy of blockchain network,is also an important intervention means for laws to regulate the network space.It exists both as the object and means of regulation at the same time.In view of this,in the background of further promoting digital transformation of Chinese society,it is necessary to further study the legal issues related to blockchain smart contracts,and then explore the governance of the whole decentralized blockchain network. |
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