So, if you’re doing smart contracts as, well, actual contracts, it might be a good idea to know something about contracts.
Law students in the United States spend one semester taking one class on contracts, and at least at the better law schools, it’s all theoretical and you don’t actually learn anything about contracts. I’m serious. In three years at one of the best law schools in the U.S., the only contract I saw was the lease agreement for my apartment.
It takes time grinding out billable hours at a Big Law firm to really learn contracts the way a good software engineer understands the flow of well-written code. It’s one of those Malcolm Gladwell 10,000-hour things. Except, unlike some kid learning the violin who becomes a virtuoso between ages 4 and 18, as a law firm associate you get your 10,000 hours under your belt in two years because you’re trading time for money — actually your firm is trading your time for their money — in the most brazen way.
Anyway, here’s my effort to distill my 10,000 hours into a 20-minute read, and like a cheap wine distilled into grappa, it’s going to go down a little rough.
You’ll need something to follow along with, so here’s a sample sales contract that I found on the web. Like everything else you’re going to find on the web, it’s awful, but it was free and didn’t require trading my PII. And it’s good enough to demonstrate the points I’m going to make.
I’m going to break contracts into five parts. You’ve heard about contracts that were written on paper napkins like the world’s best footballer (soccer player for those of you in the States) Lionel Messi signing with Barcelona as a teenager, but those kind of contracts only work when there aren’t any disputes. Real contracts run several pages, and you can bet Messi’s current contract isn’t written on a cocktail napkin.
Here’s how I’ll break contracts down:
Part 1: The introduction
Part 2: The scope of work
Part 3: The money
Part 4: The risk shifting
Part 5: The miscellaneous junk that lawyers feel obligated to include.
Stay tuned for future installments.