Electronic Commerce and Contract Formation in Comparative Law (ÖHYL-407)

Content

Objective

This course looks at how contracts are made, and how they go wrong, in different legal systems. It compares civil law (Turkey, Switzerland, Germany) with common law (England, Singapore, the United States). The main question is simple: contract law was built for people, but today many contracts are made by computers, trading algorithms and AI agents. Do the old rules still work?

Course Content

1) Contract formation and mistake: will, declaration and reliance theories; the objective theory; mistake in algorithmic and AI contracting (Quoine v B2C2).
2) Digital assets: who owns crypto assets, and what claim a person has when crypto is transferred by mistake or stolen (ByBit; Swiss, English, US and Turkish law).
3) Electronic commerce and consumer protection: distance contracts under EU law and Turkish Law No. 6502; standard terms and licence agreements; personalised pricing; dark patterns; platform liability.

Course Learning Outcomes

At the end of the course, students should be able to:
1. explain the main theories of contract formation and compare how civil law and common law use them;
2. apply the rules on mistake to automated and AI-made contracts;
3. discuss whether crypto assets can be owned, and what this means for a claim to get them back;
4. explain the main consumer rules for online and distance contracts in the EU and Turkey;
5. read a leading case closely, and write and present a short comparative paper.

Teaching and Learning Methods

Lectures, class discussion, case analysis, student presentations and a written paper. The course is taught in English as a discussion course; students must read the assigned texts before each class.
Assessment: The mid-term grade (40%) is based on the student's paper, presented in class and submitted in writing on the day of the final exam; class participation and contribution are taken into account in the mid-term grade at the instructor's discretion. The written final exam counts for 60% of the final grade.
AI tools may be used to search for ideas, understand difficult texts, plan the paper or correct the English, provided their use is disclosed at the end of the paper.

References

Required readings:
1. Maarten Herbosch, “Contracting with Artificial Intelligence: A Comparative Analysis of the Intent to Contract” (2023) 87(4) RabelsZ 672–706.
2. Tan Cheng-Han, “COVID-19, Agentic AI and Contract Formation” (2026) 13 The Chinese Journal of Comparative Law 1–17.
3. Nils Jansen and Reinhard Zimmermann, “Contract Formation and Mistake in European Contract Law: A Genetic Comparison of Transnational Model Rules” (2011) 31(4) Oxford Journal of Legal Studies 625–662.
4. Quoine Pte Ltd v B2C2 Ltd [2020] SGCA(I) 02; Lokman Hakim Bin Mohamed Rafi, “Do Algorithms Dream of Mistaken Contracts?” (2021) 1 Singapore Law Journal (Lexicon) 110.
5. ByBit Fintech Ltd v Ho Kai Xin and others [2023] SGHC 199.
6. Mirjam Eggen and Dominic Wyss, “Switzerland”, in Eggen, Jeng and Omlor (eds), Control and Ownership of Digital Assets: A Comparative Law Survey (Mohr Siebeck 2026) 159–176.
7. May Fong Cheong and Mimi Zou, “Resolving Wrongs in Algorithmic Contracting: Applications of the Doctrines of Unconscionability” (2025) 48(4) UNSW Law Journal 1399–1426.
8. Oren Bar-Gill and Florencia Marotta-Wurgler, “Price Discrimination by LLMs”, in Spiecker gen. Döhmann and Bechtold (eds), Law, Behavior, and Decision – Festschrift for Christoph Engel (Nomos 2026) 541–560.
9. Florencia Marotta-Wurgler, “What We’ve Learned From Software License Agreements: A Response to Comments” (2015) 12(1) Jerusalem Review of Legal Studies 171–182.
Further reading (in Turkish): Necip Kocayusufpaşaoğlu, Güven Nazariyesi Karşısında Borç Sözleşmelerinde Hata Kavramı (Istanbul 1968).
Legal texts: Turkish Code of Obligations No. 6098; Consumer Protection Law No. 6502 and the Regulation on Distance Contracts (2014); Law No. 6563 on Electronic Commerce; Directives 2011/83/EU and 2000/31/EC; Directive (EU) 2024/2853 on liability for defective products.

Weekly Contents

Theory Topics
Week	Weekly Contents
1	Introduction: contracting with AI; intention to contract when no human is involved
2	Mistake in algorithmic trading: Quoine v B2C2; comparison with civil law and Turkish law
3	30 September: no class (cancelled)
4	Declaration, intention and mistake: will, declaration and objective theories; falsa demonstratio; mistake in the declaration and mistake in motive (Hartog, Digilandmall, Smith v Hughes)
5	Contract formation and reliance theory; ownership of digital assets and the legal basis of a claim to return crypto assets (ByBit; Swiss SchKG 242a, English, US and Turkish law)
6	E-commerce and distance contracts (1): information duties, the order button, right of withdrawal, durable medium; standard terms; Law No. 6502, Regulation on Distance Contracts, Law No. 6563, Directive 2011/83/EU
7	E-commerce and distance contracts (2): analysis of leading CJEU and Turkish decisions (30 October)
8	4 November: to be announced
9	Guest lecture – Prof. Blake Klinker (1): the American legal system for civil lawyers; mistake in US law; personalised pricing and dark patterns
10	Guest lecture – Prof. Blake Klinker (2): infinite scroll on trial; Section 230; punitive damages; comparison with the EU Product Liability Directive (2024/2853) and Turkish law
11	25 November: no class
12	Student presentations (1)
13	Student presentations (2)
14	Student presentations (3) and course wrap-up

Assessment System

Contribution to Overall Grade
Activities	Number	Contribution
Contribution of in-term studies to overall grade	1	40
Contribution of final exam to overall grade	1	60
Total	2	100

In-Term Studies
Activities	Number	Contribution
Assignments	0	0
Presentation	0	0
Midterm Examinations (including preparation)	0	0
Project	0	0
Laboratory	0	0
Other Applications	0	0
Quiz	0	0
Term Paper/ Project	1	100
Portfolio Study	0	0
Reports	0	0
Learning Diary	0	0
Thesis/ Project	0	0
Seminar	0	0
Other	0	0
Make-up	0	0
Total	1	100

Relation of Proficiency

No	Program Learning Outcomes	Contribution
No	Program Learning Outcomes	1	2	3	4	5
1	Recognizing positive norms in private law and being able to define and explain the principals of methodology,				X
2	Being able to determine, identify and restate legal problems,					X
3	Being able to use legal interpretation principals in an efficient manner in order to analyze and resolve a legal problem and in order to develop a strategy,				X
4	Being able to conduct academic researches on legal problems and to propose solutions,					X
5	Assuming responsibility individually or collectively for resolving complicated legal problems,		X
6	Being able to criticise positive norms of the law system,				X
7	Being able to explain technical legal knowledge in private law in Turkish, French and English verbally or in writing, being able to report personal opinion concerning a legal problem verbally or in writing in a persuasive manner,					X
8	Being able to follow up the local and international legal literature, to update technical legal knowledge permanently, to use information technology in an efficient manner in order to achieve these goals,				X
9	Being able to conduct comparative academic researches between different law systems,					X
10	Being able to explain and utilize academic study methodologies in order to conduct academic research on a certain legal problem.				X

ECTS

Activities	Number	Period	Total Workload
Class Hours	14	2	28
Working Hours out of Class	14	6	84
Assignments	0	0	0
Presentation	0	0	0
Midterm Examinations (including preparation)	0	0	0
Project	0	0	0
Laboratory	0	0	0
Other Applications	0	0	0
Final Examinations (including preparation)	1	38	38
Quiz	0	0	0
Term Paper/ Project	1	100	100
Portfolio Study	0	0	0
Reports	0	0	0
Learning Diary	0	0	0
Thesis/ Project	0	0	0
Seminar	0	0	0
Other	0	0	0
Make-up	0	0	0
Yıl Sonu	0	0	0
Hazırlık Yıl Sonu	0	0	0
Hazırlık Bütünleme	0	0	0
Total Workload			250
Total Workload / 25			10.00
Credits ECTS			10