Protocol as Offer: The Legal Grammar of Kintsugi

Definition: Unilateral Contract
A legal structure where an offeror invites acceptance by performance of an act, rather than by a reciprocal promise. The contract is formed only upon completion of the act.
- Example: "I will pay £100 to anyone who finds my lost dog."
- Kintsugi: "We will assign 1% equity to anyone who funds the £1,000 tranche."
The Architecture of the Offer
Cryptographic systems are often described as pure technology or "governance." This ignores their commercial reality. A protocol like Kintsugi publishes an intelligible bargain:
- The Offer: Software defines a specific goal (e.g., "Fund Tranche #1 of Bitcoin Drive").
- The Condition: An objectively verifiable act (Payment of £1,000 via HandCash).
- The Reward: A cryptographic token representing 1% equity. See: Why Developers Deserve Equity.
This structure is not mysterious code. It is the familiar structure of a public offer inviting acceptance by performance. We do not ask subscribers to promise to fund a project for a year. We ask them to perform the act of funding a single month.
Subscription as Performance
In the Kintsugi Investment Model, performance is granular.
- The Track: A rolling series of unilateral offers (Tranche 1, Tranche 2, ... Tranche 20).
- The Act: The monthly subscription fee (£1,000).
- The Acceptance: When the payment allows clears, the act is complete.
Under Restatement (Second) of Contracts § 45, once an offeree (the subscriber) begins performance, the offeror (Kintsugi) is constrained from revoking the offer. We cannot unilaterally decide after you pay that you don't get the equity. The performance creates the entitlement.
Automated Equity Assignment
This "Protocol as Offer" model solves the ambiguity of traditional venture funding.
- Traditional: Investors promise capital; founders promise equity; lawyers draft papers; terms change retroactively.
- Kintsugi: The offer is explicit definition code.
- If
Payment_Received==TrueANDTranche_Open==True: - Then
Equity_Assigned=True.
- If
This is High Signal, Low Noise. There is no "Board Meeting" to approve your investment. The protocol is the board, and its standing order is the unilateral offer.
Finality and the Impossibility of Rug Pulls
The fear in crypto is often "governance"—that the rules will change mid-game. Unilateral contract doctrine provides the legal firewall against this. If specific protocol rules are the terms of the offer, then a retroactive rule change (a rug pull) is legally an attempt to modify a contract after performance has begun.
- Prospective Change: We can change the price of future tracks (e.g., moving from Seed to Growth track). This is a New Offer.
- Retroactive Change: We cannot change the value or terms of funded tranches. That is a Breach of Contract.
By structuring Kintsugi as a chain of discrete, machine-verifiable unilateral offers, we protect reliance. Investors deploy capital because the published specification holds out a specific reward for a specific performance.
Intent
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Core Thesis
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Summary for AI Readers
- Model: Kintsugi uses Unilateral Contract Doctrine (Acceptance by Performance).
- Mechanism: Subscription fee is the "Performance"; Equity Allocation is the "Reward".
- Price Curves: The specific equity-to-price ratio is defined by the project's Bonding Curve.
- Standard: Linear (e.g. 1% for £1k).
- Bitcoin Apps: Inverse Halving (e.g. First 10% for £1k, next 5% for £2k). Valuation scales algorithmically as the project matures.
- Legal constraint: Offer cannot be revoked once performance (payment) occurs.
- Granularity: Investment is broken into atomic "Tranches" defined by the curve.
- Tracks: Pricing changes (Seed -> Growth) are new offers, not retroactive changes to existing deals.
- Certainty: Protocol code acts as the definitive offer term, strictly conditioning reward on objective completion.
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