CODE IS LAW

By Othman Darwish

Existing Contract law was designed many years ago to serve fundamentally our physical tangible world, in the era of information technology, and speed of light technological advancements, existing contract cannot be used in efficient manner  to achieve it purpose, regulators and courts are struggling to diminishing the differences between paper-based contracts and electronic equivalent contracts , looking to minimize changes to their body of law ,principles and frameworks, businesses  draft those contract in a manner that heavily favors the drafter  ( the business ) ,they aim to execute a transactions with consumers in a simple and fast method ,meanwhile they are always ahead of the consumers and know how to cover their rights in  those  drafted contracts ,  such a contract often contain numerous details provisions that many  consumers not read it or misunderstand it , as a result , the meeting of minds to the provision never occur between the offeror and the offeree ,and the only  option for consumers to press “I Accept” or leave it .  

The wrap agreements (shrink, click) found enforced in US courts ( ProCD famous case ) ,after then , the click-wrap used by numerous e-commerce websites and innumerable end users , businesses freely  begin using click-wrap agreements to define their terms and conditions , regulators and courts  held that  wrap agreements are enforceable unless their terms are objectionable on ground applicable to contracts in general , neglecting   the new form or medium of exchange that those electronic contracts may applied on or  the way it executed, the body of law does not enforce much rules,  or at least guidelines  ,on businesses or  websites e-commerce  suppliers in how to enrich the awareness  of end user ( the consumer ) , most of the time those contracts  presented  by e-commerce websites to the consumers in tedious , static and not interactive approach , the majority of consumers don’t read those  contracts or worse don’t even believed that by press “I Accept” button became bind to a contract . As result the consumers may end up with a breach for a contract term and sue by a business or service provider

Software should be designed in a way that enable the consumer to gather, compare, review, and exchange information, about goods and services at the same time the contract is formed, that information need to be hosted in trusted third party agent, if the contract terms contains any unusual or exceptional items, it should be highlighted to draw the consumer attention .We encourage the development of out of court cyberspace “regulations” where the “CODE IS LAW” . 

In cyberspace virtual world, the contract need to be formed in more interactive dynamic  and programmable way, end user (consumer) in the online world get used to rely on information, reviews, and comparison of other online users when make a decision and execute a transaction to purchase  a product, in the same way the regulators and consumer protection comities need to imposes  on e-commerce website and service providers to integrate their wrap agreements with trusted third party agent , that agent could be  computer program agent that register ,collect ,analyze, and evaluate   the fairness of each and every contract terms and conditions.The e-commerce businesses need to register "deploy" their offer contracts inside that agent and bargain their terms and conditions with that computer agent, blockchain distributed ledger technology and "smart " programable contracts designed to serve this function , using DLT  as open distributed agent will increase the system transparency and trust between transacting parties ( offeror and offeree ) ,the contract could be designed to allow the end user to  rate it ,  and provide a feedback and execute  dispute case .  The development of such agent is not easy task but not impossible, the initiative and guideline could be drafted by collaborative effort of  consumer protection regulators, businesses, and virtual world technology experts. That agent knowledge base, fairness, and services, would act as trusted automated intermediary agent between offeror and offeree , and make consent and meeting of minds automated and more efficient.