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legal-tech-smart-contracts-and-the-law
Blog

Why Upgradeable Contracts Create a Liability Black Hole

Upgradeability is sold as a feature but creates a systemic liability trap. This analysis deconstructs the legal and technical risks for auditors, developers, and protocols, arguing that the post-audit upgrade path is an uninsurable black hole.

introduction
THE LIABILITY

Introduction

Upgradeable smart contracts introduce systemic risk by centralizing control and creating opaque, long-term liabilities for protocols and their users.

Upgradeable contracts centralize control. The admin key is a single point of failure, creating a liability black hole that contradicts the trustless ethos of blockchain. This centralization is the root cause of protocol hacks and rug pulls, as seen with the $196M Wormhole bridge exploit.

The liability is permanent and opaque. Unlike traditional software, on-chain liabilities are immutable and public. A compromised or malicious upgrade can permanently alter logic, drain funds, or brick a system, as demonstrated by the UST depeg and subsequent governance failures.

Protocols like OpenZeppelin and Compound provide upgrade patterns, but they shift, not eliminate, risk. The proxied storage pattern creates a persistent attack surface where delegatecall logic can be hijacked, a vector exploited in the $80M Beanstalk Farms attack.

key-insights
THE UPGRADEABILITY TRAP

Executive Summary

Upgradeable smart contracts, while convenient, introduce systemic risk by centralizing control and creating opaque, long-tail liabilities.

01

The Admin Key is a Single Point of Failure

A multi-sig or DAO-controlled proxy admin is not a trustless solution. It creates a persistent attack surface and governance capture risk for the $10B+ TVL often secured by these keys. The failure of any signer (compromise, legal action, apathy) can freeze or rug the protocol.

1
Critical Failure Point
>90%
Of Major DeFi
02

Unbounded Liability for Past Users

A "trusted" upgrade can retroactively change the rules for all existing user positions and assets. This violates the principle of finality and creates a black hole of contingent liability, where past interactions are only as safe as the current admin's intentions. It's the antithesis of a credibly neutral base layer.

∞
Liability Scope
0
User Recourse
03

The Immutable Alternative: Diamond Proxies & Versioning

Solutions like EIP-2535 Diamonds or explicit contract migration (e.g., Uniswap v1 β†’ v2 β†’ v3) separate upgrade logic from core security. New features deploy as separate, immutable modules or contracts, allowing users to opt-in. This preserves state finality and eliminates the admin key risk vector.

Modular
Architecture
Opt-In
User Choice
thesis-statement
THE UPGRADE ILLUSION

The Core Liability Trap

Upgradeable smart contracts create a permanent, unquantifiable liability for protocols by centralizing trust in a mutable admin key.

Upgradeability centralizes trust. The feature that makes contracts 'flexible' transfers finality from immutable code to a mutable admin key. This key becomes the single point of failure and control, negating the core value proposition of a trustless system.

The liability is perpetual. Unlike a technical bug with a defined scope, the risk from a live admin key is open-ended and uninsurable. It creates a black hole of contingent liability that grows with the protocol's TVL, as seen in incidents with Compound or SushiSwap governance.

Users bear the hidden cost. Every interaction with an upgradeable contract carries an unstated counterparty risk premium. Protocols like Uniswap V3 (non-upgradeable core) and MakerDAO (decentralized governance delay) explicitly design to minimize this trap, accepting short-term rigidity for long-term credibly neutrality.

Evidence: The $3 billion Multichain exploit was a direct consequence of centralized, upgradeable proxy contracts controlled by a single entity. The bridge's entire security model collapsed when that entity disappeared, demonstrating the trap's catastrophic failure mode.

CONTRACT GOVERNANCE

The Upgrade Mechanism Risk Matrix

A comparison of smart contract upgrade mechanisms, quantifying the systemic risk and user liability trade-offs. Immutability is the only true non-custodial state.

Risk VectorImmutable Contract (e.g., early Uniswap)Time-Locked Proxy (e.g., Compound, Aave)Multi-Sig Proxy (e.g., many DeFi 2.0 projects)Fully Upgradeable Proxy (e.g., early SushiSwap)

Code Mutability Post-Deploy

Impossible

Possible after delay (e.g., 2-7 days)

Possible with N-of-M signers

Possible with single admin key

User Exit Window

N/A (No change)

2-7 days to withdraw

Minutes to hours (if vigilant)

Seconds (effectively zero)

Historical Exploit Vector

Logic bugs are permanent

Governance attack + delay bypass

Multi-sig compromise

Admin key compromise

Trust Assumption

None (verifiable code)

Governance token holders

M signer entities

A single entity

De Facto Custodian During Upgrade

No one

Timelock contract

Multi-sig signers

Admin key holder

Upgrade Execution Time

N/A

48-168 hours

~1 hour

< 5 minutes

Attack Cost (Est.)

Infinite (cannot attack)

51% of governance token

Compromise M private keys

Compromise 1 private key

Real-World Failure Examples

DAO Hack (immutable flaw)

None (timelock worked)

Wonderland (multi-sig drama)

SushiSwap 'MasterChef' migration risk

deep-dive
THE LIABILITY

Deconstructing the Black Hole: From UUPS to Governance

Upgradeable smart contracts concentrate systemic risk by creating a single point of failure for billions in user assets.

The proxy pattern centralizes risk. The UUPS and Transparent Proxy standards delegate all logic to an implementation contract, creating a single upgradeable admin key that controls the entire protocol's state and funds. This key becomes the ultimate liability vector.

Governance is a performance bottleneck. DAOs like Arbitrum or Uniswap use timelocks and multi-sigs for upgrades, but these are slow and politically fragile. A critical bug requires days to patch, while an exploit requires minutes.

The black hole is the admin key. If compromised via a social engineering attack on a multi-sig signer or a governance exploit like the Oasis Network incident, the attacker gains unilateral control over all user funds in the contract. The liability is total and instantaneous.

Evidence: The Wormhole bridge hack exploited a centralized upgrade mechanism, resulting in a $326M loss. This demonstrates that proxy-based upgradeability, without robust failsafes, is a systemic risk vector for the entire DeFi ecosystem.

case-study
WHY UPGRADEABLE CONTRACTS CREATE A LIABILITY BLACK HOLE

Case Studies in Upgrade Risk

Upgradeability is a systemic risk vector, not a feature, turning admin keys into single points of failure for billions in user funds.

01

The Compound Governance Bug

A flawed proposal execution in October 2021 mistakenly distributed ~$80M in COMP tokens. The upgrade mechanism, controlled by token holders, became the attack vector.

  • Problem: Governance-approved code is not inherently safe; a single bug can drain the treasury.
  • Lesson: Decentralized upgradeability still centralizes catastrophic failure into one governance vote.
$80M
Tokens at Risk
1 Vote
To Trigger
02

The dYdX v3 Timelock Bypass

The dYdX v3 security module had a 2-day timelock, but its upgrade proxy allowed the team to bypass it entirely via a privileged function.

  • Problem: Complex proxy patterns create hidden admin backdoors, rendering public timelocks theater.
  • Lesson: Proxy architecture determines real control; a single upgradeTo call can nullify all other safeguards.
0 Days
Effective Delay
$3.8B
Peak TVL
03

The UST Depeg & Wormhole Bridge Pause

During the Terra collapse, the Wormhole bridge to Solana was paused by a 4/9 multisig to prevent fund flight, trapping user assets.

  • Problem: 'Upgradeability' includes pausing functions, allowing a small committee to unilaterally freeze $100M+ in liquidity.
  • Lesson: User funds are only as sovereign as the weakest administrative function in the proxy contract.
4/9 Sig
To Halt Billions
$100M+
Liquidity Frozen
04

The SushiSwap MISO Platform Hack

An attacker exploited an access control flaw in Sushi's MISO launchpad in September 2021, stealing ~$3M because the contract used an upgradeable proxy pattern.

  • Problem: The proxy's init function was unprotected, allowing re-initialization and takeover.
  • Lesson: Upgradeable contracts expand the attack surface; initialization logic is a critical, often overlooked vulnerability.
$3M
Stolen
1 Function
To Exploit
05

The Nomad Bridge Replay Attack

A faulty upgrade to Nomad's bridge in August 2022 left a critical verification function accepting all messages, leading to a $190M exploit in hours.

  • Problem: A routine security upgrade introduced a catastrophic bug due to human error in the proxy's new implementation.
  • Lesson: The upgrade process itself is the risk; every deployment is a potential total system failure event.
$190M
Drained
~2 Hours
To Empty
06

The Solution: Immutability & Modular Risk

The only way to delete the admin key risk is to delete the admin key. Protocols like Uniswap V3 Core and MakerDAO core contracts are immutable.

  • Solution: Build using immutable cores with modular, disposable extensions.
  • Result: User assurance that the rules cannot change, forcing innovation into safer, composable layers rather than monolithic, mutable proxies.
0
Admin Keys
$3B+
TVL Secured
counter-argument
THE LIABILITY BLACK HOLE

The Bull Case for Upgrades (And Why It's Wrong)

Upgradeable contracts trade long-term security for short-term convenience, creating systemic risk.

Upgradeability is a developer convenience that shifts risk from the team to the user. The proxied storage pattern allows logic updates but introduces a permanent admin key vulnerability. This creates a centralized failure point that negates the core blockchain value proposition of immutability.

The bull case is operational agility. Teams like OpenZeppelin and Compound argue upgrades let them patch bugs and iterate features. This is correct for early-stage protocols but becomes a liability black hole as TVL scales. The admin key becomes the single most valuable exploit target.

The counter-intuitive insight is that immutability forces better engineering. Uniswap v3 launched as a finished, immutable core. This constraint forced exhaustive audits and formal verification, creating a resilient financial primitive. Upgradeable contracts encourage shipping technical debt.

Evidence: The Polygon Plasma Bridge exploit in 2021 was enabled by upgradeable proxy logic. The dYdX v3 perpetuals contract holds a $380M upgrade key, a persistent centralization vector. Protocols with immutable cores, like MakerDAO, have survived market cycles without catastrophic logic exploits.

FREQUENTLY ASKED QUESTIONS

FAQ: Navigating the Upgradeability Minefield

Common questions about the systemic risks and hidden liabilities introduced by upgradeable smart contracts.

The primary risks are rug pulls, hidden admin keys, and logic-breaking upgrades. Upgradeability centralizes power with a few key holders, creating a liability black hole where users must trust the team's competence and honesty indefinitely. This defeats the purpose of immutable, trustless code.

takeaways
UPGRADEABLE CONTRACTS

Actionable Takeaways

Delegatecall proxies create systemic risk by centralizing control in mutable admin keys, turning smart contracts into ticking time bombs.

01

The Proxy Admin is a Single Point of Failure

The upgrade mechanism is controlled by a private key, not code. A compromised admin can rug, drain, or brick any contract in the system instantly.

  • Key Risk: Centralized failure mode defeats decentralization guarantees.
  • Key Data: Over $10B+ in historical exploits (e.g., Nomad, Audius) stemmed from compromised admin keys.
1 Key
Single Point of Failure
$10B+
Historical Exploits
02

Time-Locked Upgrades Are Theater

A multi-sig with a 7-day timelock creates a false sense of security. It only protects against impulsive acts, not determined attackers or insider collusion.

  • Key Flaw: Governance attacks (e.g., Compound's Prop 64) or a compromised multi-sig still execute the upgrade.
  • Key Reality: Timelocks shift, but do not eliminate, the trust assumption from code to people.
7 Days
Typical Delay
0 Protection
Against Collusion
03

Immutable Contracts as the Gold Standard

The only way to guarantee contract logic is to remove the upgrade key entirely. This forces rigorous auditing and formal verification before deployment.

  • Key Benefit: Code-as-law is finally enforceable; users verify once, trust forever.
  • Key Trade-off: Requires sophisticated migration patterns (like Uniswap v2 β†’ v3) instead of in-place upgrades.
100%
Logic Guaranteed
Complex
Migration Required
04

Transparent Proxies (EIP-1967) Are a Half-Measure

While they make the proxy admin address publicly visible, they don't solve the core governance problem. They just make the centralization obvious.

  • Key Insight: Transparency β‰  Security. It only improves auditability of the admin, not the safety of its power.
  • Key Practice: Used by protocols like OpenZeppelin and Aave, but the admin risk remains.
Visible
Admin Address
Unchanged
Underlying Risk
05

The Diamond Pattern (EIP-2535) Multiplies Attack Surface

Modular upgradeability via facets seems elegant but creates a sprawling, interconnected system. A bug in any facet or the diamond core can compromise the entire protocol.

  • Key Complexity: Upgrading one module can have unintended side effects on others, making security analysis exponentially harder.
  • Key Example: Used by projects like Aave Gotchi, but introduces new reentrancy and storage collision risks.
N Facets
Attack Surfaces
High
Audit Complexity
06

Solution: Immutable Core + Upgradeable Periphery

Adopt the Uniswap v3 model: keep the core liquidity engine immutable, but allow new features via peripheral contracts that can be deprecated.

  • Key Architecture: Users interact with a permanent, verified core. Periphery contracts (e.g., routers) can be upgraded with user opt-in.
  • Key Outcome: Eliminates systemic risk while preserving development agility where it's safe.
Safe Core
Immutable
Flexible Edge
Upgradeable
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Why Upgradeable Smart Contracts Are a Liability Black Hole | ChainScore Blog