Rui LU
Southwest Minzu University, School of Law, 16 Section 4, South Yihuan Road, Jiangxi Street, Wuhou District, Chengdu, Sichuan 610041, P.R. China
Tel.: + 86 13738188957
E-mail: Delovely33@qq.com
Received: 25 Feb. 2926 /Revised: 14 Mar. 2026 /Accepted: 18 Mar. 2026
/Published: 23 Mar. 2026
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Abstract: As blockchain-based smart contracts gain wider adoption, their nature as code-driven mechanisms for automated contract formation and performance underscores the need for legal regulation. Determining their legal character is essential: the 'code theory' overlooks the core element of party intent, whereas the 'contract theory' better captures their essence, making it more normatively sound. Accordingly, a contractual lens provides the logical foundation for regulating smart contracts. Drawing on civil law's focus on subjective intent and common law's objective approach, this article distinguishes between scenarios of sufficient and constrained manifestation of intent, arguing that parties' deliberate activation of triggering mechanisms can constitute valid contractual assent – even without traditional negotiation or natural language. However, execution risks – semantic distortion, linguistic limitations of code, and over-rigid automation – necessitate a balanced framework integrating technical refinement, legal safeguards, and interpretive flexibility to reconcile efficiency with fairness in digital commerce. This article substantially extends an earlier version presented at B2C'2025 by providing a concrete identification path for determining intent in smart contracts and proposing specific risk mitigation strategies for different contract types.
Keywords: Blockchain technology, Smart contracts, Contract theory, Contractual intent, Semantic interpretation, Risk mitigation, Legal regulation.
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