Challenges in Ascertaining Common Intention in the Interpretation of Contracts Concluded through Algorithmic Systems: The Conflict between Subjective and Objective Will in Light of the Principles of Contract Law

Abstract

The increasing use of algorithmic systems in contract formation has challenged traditional assumptions concerning contractual intention, consent, and interpretation. In conventional contracts, the legal analysis of common intention generally proceeds from the relationship between the parties’ internal will and their outward manifestations. In algorithmically concluded contracts, however, this relationship becomes more complex because the decisive human act may occur at the stage of designing, configuring, or authorizing the system, while the specific contractual manifestation may later be generated automatically without contemporaneous human awareness. This article examines the challenges involved in ascertaining common intention where the subjective will of a contracting party diverges from the objective manifestation produced by an algorithmic system. Using a descriptive-analytical legal method, the study evaluates the adequacy of subjective and objective theories of contractual interpretation in technologically mediated transactions and analyzes the significance of prior authorization, algorithmic parameters, contractual purpose, technological error, reasonable reliance, good faith, and risk allocation. The analysis demonstrates that neither a purely subjective nor a purely objective approach provides a satisfactory basis for interpreting algorithmic contracts. Excessive emphasis on internal intention can undermine transactional security, while strict adherence to algorithmic outputs may bind parties to results that fall outside the scope of their legally attributable will. The article therefore proposes an integrated interpretive approach in which common intention is treated as a legally attributable construct rather than merely a contemporaneous psychological state. Under this approach, courts should consider the scope of authority granted to the system, the foreseeability of the disputed output, technical records, prior dealings, the counterparty’s reasonable reliance, and the visibility of any technological anomaly. Such a framework preserves the foundational principles of contractual autonomy while adapting them to the realities of automated and algorithmically mediated contracting.