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1. By no means do I want to defend Skype here, but the prose in the linked documents isn't especially incomprehensible, at least not for documents of this type.

by dctoedt 15y ago

1. By no means do I want to defend Skype here, but the prose in the linked documents isn't especially incomprehensible, at least not for documents of this type. I teach contract drafting to third-year law students. It's hard work to take a complex if-then-else concept and render it in plain English.[a] And here's the rub: Few clients want to pay lawyers to spend extra time on readability -- "good enough" (whatever that means) is the goal. 2. [EDITED TO ADD THIS:] It's not unusual for a private company's employee stock plan to include a "call" option that gives the employer the right to repurchase employee-owned shares when the employee leaves the company. That makes sense when you think about it -- if you're a private company, you don't want a lot of random ex-employees owning dribs and drabs of your shares, especially if you're worried about the 500-shareholder limit (under current law). On the other hand, for a company with an upcoming exit to buy back the shares at the employee's cost, instead of at a good-faith estimate of the stock's then-current value -- well, that does indeed seem unusual. (EDIT: Some documents like this provide that, IF: The company wants to do its buy-back EITHER: (i) after an exit is announced, OR: (ii) if an exit is announced within 30 days or so after the employee's departure; THEN: The employee is entitled to the exit pricing for the buy-back.) 3. Again, not to defend Skype, but conceivably they might not have had a choice about the buy-back price, at least not without jeopardizing some kind of favorable income-tax treatment. If I had to guess, I'd venture that, X number of years ago, some overzealous junior lawyer decided to draft the relevant documents so as to put the company in the strongest position s/he could. Now that zealousness may be tying their hands. I stress that I'm speculating here. * * * [a] If you have occasion to write a complex if-then-else sentence, try using all-caps and punctuation like this: IF: It rains at least one inch today but not more than two inches; AND: It doesn't rain tomorrow; THEN: You will turn on the sprinkler system tomorrow; AND: You will not do so the day after.

ianterrell 15y ago
I'm not sure its being totally readable to a law professor who teaches contracts helps Joe Engineer.
- dctoedt 15y ago
  @ianterrell, consider how often you've had to struggle to make sense of someone else's source code -- it's much the same with contract language. Seldom do lawyers go back and refactor their contract language for improved readability.
  - ianterrell 15y ago
    Sure, but I also don't ask lawyers to debug C++ for me. In both cases we're talking about a highly specialized domain that takes, on average, years of training to be competent. And yet the engineer is expected to enter into a legal contract on equal footing with company lawyers?
    - Vivtek 15y ago
      There you've put your finger on it. That's why this is evil on Skype's part (or Silver Lake, or whoever); engineers - the "best and brightest" want to do engineering, and trust the business people to do business. If the business people figure it's just good business to screw the engineers over a barrel on the way to buying their yachts, the engineers are just plain SOL. I will agree that the contracts are not incomprehensible. Honestly, if given that contract, I would have complained vociferously about the language, but I would have taken the time to parse it. (This is one reason I rarely sign contracts, I guess.) Of course, as a translator I regularly deal with the same kind of language but in German and Hungarian, so your mileage may vary.
      - gnosis 15y ago
        "That's why this is evil on Skype's part (or Silver Lake, or whoever); engineers - the "best and brightest" want to do engineering, and trust the business people to do business." If the parties involved really trusted each other, there'd be no need for a contract. When there's serious money at stake you'd be naive (to put it in the kindest possible terms) to sign a contract that you didn't fully understand.
        15y ago
jeffreymcmanus 15y ago
Tech employees should not be required to take a third-year law school contracts course to understand their employment agreement.
- dctoedt 15y ago
  > employees should not be required to take a third-year law school contracts course to understand their employment agreement. @jeffreymcmanus, I'm in violent agreement ....
  - gnosis 15y ago
    Please don't use the @name convention on HN. HN is not youtube, where there's no threading of comments and where it's impossible to divine who you're responding to without the @name. Here it's quite obvious who you're responding to, because your comment is indented under the comment you've replied to. Also, while we're at it, replies that say no more than "I agree" or "I disagree" are generally frowned on here, since they're almost completely contentless and don't contribute to the discussion.
    - dctoedt 15y ago
      > Here it's quite obvious who you're responding to, because your comment is indented under the comment you've replied to. Right now that's indeed true. If later on there were to be a lot of intervening comments, it'd be more difficult to tell immediately who the response was directed to. In that case, the @name convention likely would be helpful to readers. > Also, while we're at it, replies that say no more than "I agree" or "I disagree" are generally frowned on here, since they're almost completely contentless and don't contribute to the discussion. That's certainly true in the general case, when you have a random third party chiming in with his or her agreement. In this case, though, the "I agree" was a useful clarification: It signaled, to someone who had responded to me with what could be interpreted as a challenge, that we were on the same page.
      - kwantam 15y ago
thwarted 15y ago
I teach contract drafting to third-year law students. It's hard work to take a complex if-then-else statement and render it in plain English. Is there a reason it needs to be in (harder to write and harder to understand) "plain English" rather than a "complex" series of if-then-else statements? Even dumb computers can understand if-then-else statements. Or is the "plain English" more valuable because it leaves things open to interpretation after the fact?
- dctoedt 15y ago
  @thwarted, one of the things commonly taught in contract-drafting classes is to break down dense verbiage into (i) subparagraphs, or at the very least, (ii) numbered subdivisions -- like this sentence. See also the IF: ... THEN: ... example in my posting above. Believe me, "plain English" is greatly desired by just about everyone, not least to head off later accusations of intentional obfuscation. But it takes time (which means legal fees), and to be honest, not everybody is good at it.
  - thwarted 15y ago
    I guess my point is that that legalese "plain English" is harder to understand than if-then-else statements. And if it's harder to write to boot, then why bother? Even your example: IF: It rains at least one inch today but not more than two inches; AND: It doesn't rain tomorrow; THEN: You will turn on the sprinkler system tomorrow; AND: You will not do so the day after. is ambiguous and difficult to parse (I'm assuming you were using this an example not just for the caps and punctuation, but that this kind of ordering of statements is what is commonly used, even though it was a contrived example). At least two issues I see are: - the terminology is based on today but requires knowledge about tomorrow. This requires keeping more state to evaluate if the conditions are being met for a longer time. With this wording, it almost seems like it's setting me up to fail to remember to turn on the sprinkler today. This would be better worded as about today and having knowledge about yesterday. - The grouping of the last AND: isn't obvious as to if it's in the body of the THEN: or an alternative/conjunction for the entire IF: The intent would be a lot clearer as something like this (in some kind of mock-pseudo-code): if ( (no rain-today) and (rain-yesterday between 1 and 2 inches) and (sprinker-not-on-yesterday) ) then { you will turn on the sprinker } (at least, that's what I think your intent is, but I'm not quite sure since the goal is still somewhat impenetrable) But even this could be better written with more abstraction, perhaps by defining what it means for the lawn to be sufficiently watered: you will turn on the sprinker if (last time lawn received sufficient watering was before yesterday) sufficient watering is defined as ((sprinkler was on yesterday) or (less than 2 inches of rain occurred yesterday)) (but, really, I'm not sure that matches your intent either).
chernevik 15y ago
My take on the language was "Wait, what? That's a red flag." And I'm still not sure I agree. What is the point of vesting, and the various hoops to jump to get it, if it's obviated by a share re-purchase agreement? Maybe people don't pay enough attention to this stuff, and maybe they should seek better advice. But it seems unethical to structure a contract to make it seem like you've got a right, without actually giving you the right. I'd be curious about the corporate representations of just what "vesting" was, and wasn't, and whether the obfuscations could rise to the level of fraud.
vessenes 15y ago
Your guess seems reasonable in general, given your experience, but if you read about the history of Kazaa and Skype, I bet you change your opinion. Those guys are worldclass experts at ownership control, contracting, the whole nine yards. In fact, I believe there are still lawsuits ongoing in Australia just to find out who _owns_ the Kazaa network.(!)

by dctoedt 15y ago

ianterrell 15y ago

I'm not sure its being totally readable to a law professor who teaches contracts helps Joe Engineer.

dctoedt 15y ago
@ianterrell, consider how often you've had to struggle to make sense of someone else's source code -- it's much the same with contract language. Seldom do lawyers go back and refactor their contract language for improved readability.
- ianterrell 15y ago
  Sure, but I also don't ask lawyers to debug C++ for me. In both cases we're talking about a highly specialized domain that takes, on average, years of training to be competent. And yet the engineer is expected to enter into a legal contract on equal footing with company lawyers?
  - Vivtek 15y ago
    There you've put your finger on it. That's why this is evil on Skype's part (or Silver Lake, or whoever); engineers - the "best and brightest" want to do engineering, and trust the business people to do business. If the business people figure it's just good business to screw the engineers over a barrel on the way to buying their yachts, the engineers are just plain SOL. I will agree that the contracts are not incomprehensible. Honestly, if given that contract, I would have complained vociferously about the language, but I would have taken the time to parse it. (This is one reason I rarely sign contracts, I guess.) Of course, as a translator I regularly deal with the same kind of language but in German and Hungarian, so your mileage may vary.
    - gnosis 15y ago
      "That's why this is evil on Skype's part (or Silver Lake, or whoever); engineers - the "best and brightest" want to do engineering, and trust the business people to do business." If the parties involved really trusted each other, there'd be no need for a contract. When there's serious money at stake you'd be naive (to put it in the kindest possible terms) to sign a contract that you didn't fully understand.
      - 15y ago

jeffreymcmanus 15y ago

Tech employees should not be required to take a third-year law school contracts course to understand their employment agreement.

dctoedt 15y ago
> employees should not be required to take a third-year law school contracts course to understand their employment agreement. @jeffreymcmanus, I'm in violent agreement ....
- gnosis 15y ago
  Please don't use the @name convention on HN. HN is not youtube, where there's no threading of comments and where it's impossible to divine who you're responding to without the @name. Here it's quite obvious who you're responding to, because your comment is indented under the comment you've replied to. Also, while we're at it, replies that say no more than "I agree" or "I disagree" are generally frowned on here, since they're almost completely contentless and don't contribute to the discussion.
  - dctoedt 15y ago
    > Here it's quite obvious who you're responding to, because your comment is indented under the comment you've replied to. Right now that's indeed true. If later on there were to be a lot of intervening comments, it'd be more difficult to tell immediately who the response was directed to. In that case, the @name convention likely would be helpful to readers. > Also, while we're at it, replies that say no more than "I agree" or "I disagree" are generally frowned on here, since they're almost completely contentless and don't contribute to the discussion. That's certainly true in the general case, when you have a random third party chiming in with his or her agreement. In this case, though, the "I agree" was a useful clarification: It signaled, to someone who had responded to me with what could be interpreted as a challenge, that we were on the same page.
    - kwantam 15y ago

thwarted 15y ago

I teach contract drafting to third-year law students. It's hard work to take a complex if-then-else statement and render it in plain English. Is there a reason it needs to be in (harder to write and harder to understand) "plain English" rather than a "complex" series of if-then-else statements? Even dumb computers can understand if-then-else statements. Or is the "plain English" more valuable because it leaves things open to interpretation after the fact?

dctoedt 15y ago
@thwarted, one of the things commonly taught in contract-drafting classes is to break down dense verbiage into (i) subparagraphs, or at the very least, (ii) numbered subdivisions -- like this sentence. See also the IF: ... THEN: ... example in my posting above. Believe me, "plain English" is greatly desired by just about everyone, not least to head off later accusations of intentional obfuscation. But it takes time (which means legal fees), and to be honest, not everybody is good at it.
- thwarted 15y ago
  I guess my point is that that legalese "plain English" is harder to understand than if-then-else statements. And if it's harder to write to boot, then why bother? Even your example: IF: It rains at least one inch today but not more than two inches; AND: It doesn't rain tomorrow; THEN: You will turn on the sprinkler system tomorrow; AND: You will not do so the day after. is ambiguous and difficult to parse (I'm assuming you were using this an example not just for the caps and punctuation, but that this kind of ordering of statements is what is commonly used, even though it was a contrived example). At least two issues I see are: - the terminology is based on today but requires knowledge about tomorrow. This requires keeping more state to evaluate if the conditions are being met for a longer time. With this wording, it almost seems like it's setting me up to fail to remember to turn on the sprinkler today. This would be better worded as about today and having knowledge about yesterday. - The grouping of the last AND: isn't obvious as to if it's in the body of the THEN: or an alternative/conjunction for the entire IF: The intent would be a lot clearer as something like this (in some kind of mock-pseudo-code): if ( (no rain-today) and (rain-yesterday between 1 and 2 inches) and (sprinker-not-on-yesterday) ) then { you will turn on the sprinker } (at least, that's what I think your intent is, but I'm not quite sure since the goal is still somewhat impenetrable) But even this could be better written with more abstraction, perhaps by defining what it means for the lawn to be sufficiently watered: you will turn on the sprinker if (last time lawn received sufficient watering was before yesterday) sufficient watering is defined as ((sprinkler was on yesterday) or (less than 2 inches of rain occurred yesterday)) (but, really, I'm not sure that matches your intent either).

chernevik 15y ago

My take on the language was "Wait, what? That's a red flag." And I'm still not sure I agree. What is the point of vesting, and the various hoops to jump to get it, if it's obviated by a share re-purchase agreement? Maybe people don't pay enough attention to this stuff, and maybe they should seek better advice. But it seems unethical to structure a contract to make it seem like you've got a right, without actually giving you the right. I'd be curious about the corporate representations of just what "vesting" was, and wasn't, and whether the obfuscations could rise to the level of fraud.

vessenes 15y ago

Your guess seems reasonable in general, given your experience, but if you read about the history of Kazaa and Skype, I bet you change your opinion. Those guys are worldclass experts at ownership control, contracting, the whole nine yards. In fact, I believe there are still lawsuits ongoing in Australia just to find out who _owns_ the Kazaa network.(!)