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July 15 Working Notes for Automated and Autonomous Legal Entity Hack
Key Links:
Scenarios
Scenario 1
PRINCIPAL/ALICE IS A DAO (DAO-lice):
IS anything different if Alice is a DAO?
DESIGN MEASURES TO ENSURE INTENDED LEGAL RESULTS
For agent's benefit: Principal/DAO has communications that explitly define scope of authority and require Agent go back to Principal with proposal for unanticipated payment plan offer and Agent is constrained to abide by further instructions (yes/no re payment plan and defining the circumstances deemed "acceptance" of the book. Design the process to ensure intended legal consequences.
Above is assuming agent was provided the relevant parameters needed to negotiate and conclude a contract to purchase the book and get explicit instructions on any other plan and further than the action deemed "acceptance" is not permitted to happen absent correct approvals by DAO.
Above should result in agent being liable for acting outside authority. To ensure this, would be good to engineer the transaction so as to ensure third party/Charlie is appraised of and agreed to operate under the explicit authority granted to the agent/Bob by the principal/Alice.
Incorporating reference to things like private signing keys controlled by the DAO in accordiance with it's operating procedures would make a lot of sense to bind together such a transactional structure.
Above could also be generalize to building in reference to certain oracles (or other authoritative sources of information).
Escrow processes may also be useful here. This is a great way to really hedge against risk and is a lot easier with blockchain systems.
Emphasis - Good to get records at key moments that the key actors undertand and agree to key terms. Note that some standardization of such terms and forms of expression of binding assent may be needed for this to operate at high speed and in automated fashion (ie: without need for human review or approval in order to become a complete and binding contractual automated transaction)
"Trustless systems" in terms of competance verification; which also ensures "veridical reality" (shared semantic perception) of what intention was in the particular situation, which helps settle issues for DAOs that include participants across jurisdictions.
How does legal notice operate under these circumstances? See the "Open Notice" Project by law.MIT.edu and the taxonomy of types of notice (actual, constructive, judicial, etc) and consider how these can/should play out in a fully automated system…
Thought: How can an automated system be constructed such that at any given point in time the relevant roles/relationships and rights/responsibilities and hence most probably legal outcomes can be assessed at any moment in the transaction or workflow etc. Note: a very well b/l/t engineered system should afford this type of monitoring and reporting "out-of-the-box".
Scenario 2
Same-ish but third party takes money yet never delivers book to agent
NOTES:
Scenario 3
Same-ish but agent absconds with: Just book or Just money or Book and money
NOTES:
If DAO is general partnership the liability of the DAO to the 3rd pty would be first issue. Charlie lost the book. It is now the problem of the DAO to find the agent as they were in "the best position to have avoided the loss" by selecting a reliable agent to start with. The seller didn't take the money and is not in a good position to provide any reimbursement or restitution or other grounds for providing the money back to the buyer/principal/alice.
Regarding reputation, the court may need to provide an actual value of that.
Give the third party is presumed innocent (and has clean hands) if agent takes off with money and book or just with the book probably the principal is left owing the money (again) to the third party.
If the scenario were about services which can not be returned or a thing of value that lost value as result of the first transfer (or result of passage of time) then probably the court would try ot make innocent party whole and order restitution.
Perhaps a legal result would include proportional damages split among the principal and 3rd pty.
How do we deal with garbled messages or situations with instructions that seemed clear from principal but were misinterpreted by or confusing to the agent?
Working Topics:
Starting with the basic agency law analysis conducted during our prior session focused on the roles, relationships, rights and responsibilities of the Principal, Agent and Third Party in the three scenarios involving the sale of a book, as a next step we ask:
Some open questions:
NOTE: It matters a LOT whether the DOA is a default general partnership (joint and several) or a LLC or Corp of some type in terms of individial liability of "members".
NEXT STEPS
June 24 Working Notes for Automated and Autonomous Legal Entity Hack
Project Repository: https://github.com/mitmedialab/AutomatedLegalEntityChallenge
Working Notes for Scenario Development: https://github.com/mitmedialab/AutomatedLegalEntityChallenge/wiki/Scenario-Development
Initial Notes on Scenario
I’d suggest doing a quick initial run through with three humans and one simple transaction so everybody gets how it works.
Common Facts
Scenario 1
Scenario 2
Scenario 3
What are the rights and responsibilities of each part to each of the other two and how does that play out under each of the three permutations of the scenario.
Analysis of Scenarios
Scenario 1:
Scenario 2:
Scenario 3:
Agent liable to principal – breach of fiduciary duties, conversion, possibly fraud if this was a premeditated scheme
Is principal liable to seller for the $ even though agent stole book (and money)? Does it make a difference whether seller knew agent was acting agent for principal and relied on that in transacting?
In the scenario where agent stole book but seller got the $, does principal have a claim to get the $ back? [Under English law, maybe: if seller knew or had constructive knowledge (wilfully turned a blind eye; contrived ignorance), then seller may be constructive trustee of the $ for the principal.]
Need a good way to identify the legal parties
Points of Failure {Brenden DRAFT not verified for correctness}
Point of Failure of Transfer {Brenden DRAFT not varified for correctness}
Binding to Kind of Law {Brenden DRAFT not varified for correctness}
Binding To Entity Type
Agency that has duty of care Foundation vs LLc {Beth}
Action Items for July 8th DAO/AALE Scenario
Beth: Would be helpful to have a high level framework of how agency law works and maybe a simple diagram of the key rights and duties of each party.
General Notes
Simplify scenario till it’s basic first year law school level with no argument over the operation of applicable law and predicted legal results. Then and only then assume the principal is a DAO (say, the dOrg BBLLC of Ori) ask what, if anything, is different in the predicted legal results compared to if the principal was a human. Then swap in. DAO for thé agent and ask the same questions. Then do same for the third party. That would be the way to get a baseline level and at that point a strong and well enough understood foundation should be set for anybody to extrapolate to more (but not too crazy) complex scenarios other areas of law like contracts and torts and property and sales/UCC2, etc.
Resources:
Here’s a recent overview of how the roles are defined and how they relate to each other role: https://www.law.berkeley.edu/php-programs/courses/fileDL.php?fID=12067
For a simpler (but definitely not better) narrative overview see: https://en.m.wikipedia.org/wiki/Law_of_agency?wprov=sfti1