If There Are No Minds, Can There Be A "Meeting Of The Minds"?
Old school lawyers are familiar with the notion that "the failure to reach a meeting of the minds on all material points prevents the formation of a contract even though the parties have orally agreed upon some of the terms, or have taken some action related to the contract." Banner Entertainment, Inc. v. Superior Court (Alchemy Filmworks, Inc.) 62 Cal. App. 4th 348, 359 (1998). Even as technology advanced, the idea that a contract required an agreement remained. Thus, California's Uniform Electronic Transactions Act (aka UETA) defines a contract as "the total legal obligation resulting from the parties’ agreement as affected by this title and other applicable law." Cal. Civ. Code § 1633.2(d).
Time and technology, however, wait for no one. The advent of blockchain technology has birthed a new kind of contract, a so-called "smart contract" and so the definition of "contract" may soon change. In February, Assembly Member Ian Calderon introduced a bill, AB 2658, that would amend the UETA definition of "contract" to include a "smart contract". The bill defines a "smart contract" as follows:
“'Smart contract' means an event-driven program that runs on a distributed, decentralized, shared, and replicated ledger that can take custody over, and instruct transfer of, assets on that ledger."
Notably this definition avoids any mention of an agreement, or parties, or consideration.