Digital assets and electronic trade documents in private international law

Reviewing how private international law operates in the context of electronic trade documents and digital assets.

The Law Commission is consulting on reforms to private international law necessitated by emerging technologies such as decentralised ledger technology (DLT). We also make proposals in respect of section 72 of the Bills of Exchange Act 1882, which would apply to relevant documents in both paper and electronic forms.

Consultation open until 8 September 2025

If you have an interest in or awareness of this area of law, we want to hear your views.

Find out how to respond

Read the full consultation paper and consultation paper summary.

Respond using the online response form.

If you need any of the documents in an alternative format, email us at: conflictoflaws@lawcommission.gov.uk

Problem (Back to top)

When parties to a private law dispute are based in different countries, or the facts and issues giving rise to the dispute cross national borders, questions of private international law arise. In which country’s courts should the parties litigate their dispute? Which country’s law should be applied to resolve it? How can the judgment be enforced in another country? Private international law is the body of domestic law that supplies the rules used to determine these questions.

Problems of private international law are by no means a recent phenomenon. The conditions that give rise to problems of private international law date from at least the fourth century BC. The problems are, however, becoming more difficult and increasingly pervasive because modern technologies challenge the territorial premise on which the existing rules of private international law have been developed.

In this respect, the advent of the internet in the late 1980s has been a catalyst of socio-economic change that has posed significant challenges for private international law. More recent innovations, such as crypto-tokens and distributed ledgers, add novel and arguably intractable problems to these existing challenges.

Our project has a particular focus on crypto-tokens, electronic bills of lading, and electronic bills of exchange. This is because these assets are prevalent in market practice while also posing novel theoretical challenges to the methods by which issues of private international law have traditionally been resolved.

Project (Back to top)

In recent years, a significant aspect of the Law Commission’s work has focused on emerging technologies, including smart legal contracts, electronic trade documents, digital assets, and decentralised autonomous organisations (DAOs). Our work has shown that these technologies raise issues of private international law.

In our final report and Bill for work on electronic trade documents, we noted that there are private international law difficulties associated with electronic trade documents, in particular the inherent difficulties in determining the geographical location of the documents.

However, we recognised that many of these issues arise in relation to digital assets more broadly. During the passage of the Electronic Trade Documents Act 2023, we committed to considering these issues in a more general project on private international law and emerging technology.

In 2022, the UK Government asked the Law Commission to conduct this project considering how private international law rules will apply in the digital context. In particular, the Law Commission is asked to consider the disputes which are likely to arise in the digital context (including contractual, tortious and property disputes), and make any reform recommendations it considers necessary to Government.

Call for evidence

In February 2024 we launched a call for evidence to help us identify the most challenging and prevalent issues of private international law that arise from the digital, online and decentralised contexts in which digital assets and electronic trade documents are used.

Consultation paper

We published a consultation paper with proposals for law reform on 5 June 2025. It focuses primarily on wholly decentralised applications of DLT, which we have identified as posing very particular and novel challenges to the current rules of private international law.

In the context of international jurisdiction, we consider how the existing jurisdictional gateways for property and tort can be applied in the context of crypto litigation. We propose the creation of a new free-standing information order to help claimants who have lost crypto-tokens through fraud or hacking obtain information about the perpetrators or the whereabouts of their tokens without having to go through the existing gateways.

In the context of applicable law, we identify wholly decentralised uses of DLT as being particularly problematic for private international law, and suggests that a different approach is required that would no longer require courts to identify a single applicable law. Rather, the courts would take into account a range of factors to determine a just outcome of the dispute, including the legitimate expectations of the parties. We note that this might involve taking into account the terms of a protocol that participants have signed up to.

We also make proposals to modernise section 72 of the Bills of Exchange Act 1882, a private international law provision that identifies the law applicable to particular contractual issues arising in connection with bills of exchange and promissory notes. These proposals, if implemented, would apply to relevant documents in both paper and electronic form.

FAQ documents

Our focus in the consultation paper on the very particular challenges that decentralisation poses to private international law means we do not address certain issues that, while not necessarily in need of reform, are nevertheless of concern to many stakeholders and could benefit from discussion and clarification.

We have therefore published three FAQ documents to respond directly to some concerns raised by stakeholders. These documents seek primarily to clarify the existing legal position and do not make proposals for reform.

Our first FAQ, published in October 2024, focuses on electronic trade documents (ETDs) in private international law. In it, we broadly address concerns regarding how the Electronic Trade Documents Act 2023 operates in the cross-border legal context and how it interacts with private international law.
Our second FAQ, published in January 2025, focuses on digital assets in private international law. In it, we address concerns regarding how certain rules of private international law might apply in the wider legal context, with a particular emphasis on the tax law and banking regulation contexts. We also look briefly at the private international law issues that may arise in relation to tokenisation.
Our third FAQ, published in June 2025, focuses on property issues and permissioned DLT systems in private international law. In it, we discuss in more detail why permissioned applications of DLT are less problematic for private international law, the importance of characterisation (particularly in relation to tokenised financial assets), and the modern pressures on the traditional lex situs (“the law of the place”) rule for property issues in the conflict of laws.