The future of contract formation where innovation meets agreement - Automated contracting in the light of international soft law and Swedish contract law

Sammanfattning

The rapid evolution of digital technologies such as Artificial Intelligence (AI) and the Internet of Things (IoT) has fundamentally altered how agreements are formed and executed. Automated contract formations occur when contracts are initiated, negotiated or concluded by software agents or systems with minimal or no human intervention. This presents challenges to traditional legal concepts such as consent and capacity to enter into contracts. This technological development introduces significant legal uncertainties especially withing jurisdictions like Sweden since the national contract law is 110 years old and hasn’t gone through any significant reforms. Therefore, it may not be fully equipped to handle machine-to-machine interactions. The main purpose of this thesis is to examine the legal challenges and implications of automated contract formation using IoT and AI systems in relation to Swedish contract law. The thesis looks at how these new technologies impact traditional contract law principles and to what extent current Swedish national law is adopted to contracts formed through automated systems. The thesis also looks at whether Sweden should consider contemplate legislative reform and the potential of adapting or adopting from UNCITRAL’s Model Law on Automated Contracting and the UNIDROIT Principles of International Commercial Contracts as potential reference points for legal development. The analysis and case studies (Quoine, Betsson, Unibet) show that courts apply existing legal principles, typically viewing AI systems as agents acting on behalf of human or legal persons, with intent traced to programmers or users. The Swedish Contract Act demonstrates flexibility despite its age. However, should future reforms be necessary then international instruments such as UNCITRAL Model Law and UNIDROIT Principles can serve as valuable guides.