6 ms·

Here's a question: instead of using expert systems to write a contract, could you just write a contract that refers to a form that can be filled out by someone

Here's a question: instead of using expert systems to write a contract, could you just write a contract that refers to a form that can be filled out by someone without legal expertise? For instance, instead of using an expert system to generate a contract that says "Alice will pay Bob $2000 a month in rent, plus utilities," you could write a contract that says "The party listed on line 1 of the attached form will pay the party listed on line 2 of the form the amount listed on line 3 of the form; if the checkbox on line 4 of the form is checked, then the first party will also pay for utilities." Then the attached form could look something like this: 1. Name of tenant: _______ 2. Name of landlord: ______ 3. Amount of rent: $_____ 4. [ ] Check here if tenant pays for utilities That solution would seem to be much more efficient and transparent than using an expert system; essentially, the "templating" is being done by the judges and/or lawyers reading the contract, not by an expert system writing one. Edit: of course any such contract might contain a lot of "conditional logic" that would only apply in very specific circumstances and thus would prove irrelevant for most users. But although the contract would be long, you'd only need to write it once, and there would only be one copy to maintain.

allan_s 4y ago
You've described exactly what the company where I was previously working was doing in france for small company owners legalstart.fr basically you answers a questionnaire (with conditions betweens questions like "ask this question only if A and B are both physical person with revenue < 20000 euros a years") and at the end these answers are used to generate a template (with things like "put this paragraph as many times as they are people involved" ) the templates and questionnaires were made once (and updated every once in a while when law changed) by a specialist.
- jasonhansel 4y ago
  Instead of using templates to generate a contract based on questionnaire answers, my idea is to use a single unaltered contract that refers to the questionnaire answers provided as a separate document. One could even imagine those "universal contracts" being open-source, if you could find a business model.
  - sithadmin 4y ago
    IANAL (but spend a lot more time than I would prefer writing and reviewing contracts)...but I don't think your proposal would work in the US. I believe your additional 'document' would have to be structured as an addendum, which in itself is a sort of contract and technically free-standing from the main/original document. But in this case the original contract wouldn't be valid, because it wouldn't have any specific terms relevant to an agreement between parties, and AFAIK you can't render an invalid or unenforceable contract valid through addendum. What you're proposing also bucks 100+ years of legal writing tradition (both in US and Europe), which itself is very poorly received by attorneys and judges.
    - jasonhansel 4y ago
      IANAL also, but: IIRC contracts typically have an "integration clause" that specifies that the contract constitutes the entirety of the agreement between the two parties. Couldn't the integration clause instead specify that the contract, as combined with the additional document into a single whole, constitute the agreement? See: https://en.wikipedia.org/wiki/Integration_clause https://en.wikipedia.org/wiki/Integration_clause
      - dctoedt 4y ago
        See my comment just above yours, concerning "incorporation by reference" (with a link).
        calny 4y ago
        Lawyer here also (though not actively practicing) and I agree with your thoughtful comment about. I’ve negotiated lots of commercial agreements, and it’s surprising that lawyers still spend time redlining basic things like severance clauses, integration clauses, etc. There’s no real benefit from much of the back-and-forth. It’d be great to have trusted, open source “standard legalese” terms. That way the parties could focus on the contract’s meaningful parts and say something like “This Agreement incorporates by reference the Standard Legal Terms at xyzterms.org.” And of course you could have different versions for various states and industries.
sithadmin 4y ago
In the US, what you're suggesting is more or less how the majority contracts are written, but rather than using a separate form, specific parties, objects, etc. are defined and indicated by a generic term used for the remainder of the text. Law firms and corporations generally maintain a library of templates for use.
- jasonhansel 4y ago
  Indeed. What I'm suggesting just amounts to taking that approach to its limits, by putting the "definitions" into a separate document and having the contract contain conditionals that depend on that document.
- PatentlyDC123 4y ago
  +1. Many times the real value an attorney brings is working with the client to tailor the template to their situation and needs. Most parties try to mainly use standard terms, e.g., shipping Incoterms, and language that has been litigated in case law (if in the US) so that the parties can better understand and estimate the likely outcome of any dispute. However, each situation is usually slightly different. Even if we ignored any unique aspects of each contract, each template would have to be tweaked to reflect the unique and changing case law (if in the US) of the jurisdiction governing the contract.
deleted 4y ago
[deleted]
rmellow 4y ago
Ontario uses exactly this system in it's standard rental agreement contracts.
Tyr42 4y ago
You might enjoy the writings of /dev/lawer https://writing.kemitchell.com/ https://writing.kemitchell.com/ He wishes to create such forms, and created PolyForm to try and do so. https://writing.kemitchell.com/2021/06/23/PolyForm-Commercial-Preview https://writing.kemitchell.com/2021/06/23/PolyForm-Commercia...
bryanrasmussen 4y ago
When I worked for the Danish and Swedish division of Thompson Reuters WestLaw we had a product named Pacta that lawyers used to generate all sorts of contracts that operated on this principle. I have to assume that other parts of the WestLaw platform internationally, and other services like Lexis-Nexis, must provide similar functionality. It is, after all, not too difficult a thing to do. When I left (2013) a project was underway to add lots of functionality to it. Not sure what the current status is if any.
citizenkeen 4y ago
This is why I left the legal profession. I was working for the in-house legal department for a very, very large athletic shoe company, and they had a team working downstairs on automated contract drafting. The company is big enough that they wanted managers to be able to do things like leases without consulting the lawyers. Some sales person would go to a factory outlet mall outside of Cleveland, negotiate for a lease, and rather than run the lease by legal or get legal to draft it, they'd just use a giant web form to generate the lease. The software would be able to parse terms added by the other party and associate a "risk" that may or may not necessitate the involvement of a human. Since writing contracts was my favorite part of practicing law, I saw that staring at me for a year and noped out. I'm a software developer now, and so much happier.
AnimalMuppet 4y ago
Aren't most residential real estate contracts already done this way? There are standardized forms that are recognized as legal within your state (or maybe within all states). This lets an agent draw up a legally binding contract for a transaction that's worth hundreds of thousands of dollars, without needing lawyers.
gamblor956 4y ago
So in other words, you just want to use a standardized legal template? Yes, you can do that. People have been doing that for decades. Pretty much every major lease or purchase agreement you or your parents have made in the past 4 or 5 decades has used a standardized legal template. Note that these templates have the variable fields in-line; if you want to do it as a separate document as proposed, you would need to do that as an attachment or exhibit to the original underlying contract. The former is generally required for contracts between businesses and individuals; the latter is uncommon but is used for B2B contracts. Generally, if there is a significant amount of conditional logic, you would need/want to split that out as a separate (possibly standardized) contract addressing those particular logical conditions. But note that plenty of standardized contracts have conditional blocks that affect the selection of a particular term of the contract (i.e., amount of monthly payment, points paid, choice of extended warranty, etc.).
jonas21 4y ago
Isn't this basically how every lease is already written? Nobody's writing a new contract for each tenant - you just fill in the blanks.
bob1029 4y ago
In banking, this is pretty much how everything works. There are vendors who took this one step further. They define a document "contract" which is populated with the raw business data and other important facts regarding the context of the transaction. You send this XML into their system and it will dynamically construct the required document based upon the inputs and send back the final PDF. Documents produced in this manner usually require far fewer printed/imaged pages, especially when working with business customers and complex retirement accounts that require volumes of potentially inapplicable disclosures. We have also hand-rolled a lot of this kind of stuff in-house for our customers using HTML templating and PDF conversion. That said, anything that needs to stand up in court comes from one of 2 legal document vendors and we are required to use it pretty much as-is.

allan_s 4y ago

You've described exactly what the company where I was previously working was doing in france for small company owners legalstart.fr basically you answers a questionnaire (with conditions betweens questions like "ask this question only if A and B are both physical person with revenue < 20000 euros a years") and at the end these answers are used to generate a template (with things like "put this paragraph as many times as they are people involved" ) the templates and questionnaires were made once (and updated every once in a while when law changed) by a specialist.

jasonhansel 4y ago
Instead of using templates to generate a contract based on questionnaire answers, my idea is to use a single unaltered contract that refers to the questionnaire answers provided as a separate document. One could even imagine those "universal contracts" being open-source, if you could find a business model.
- sithadmin 4y ago
  IANAL (but spend a lot more time than I would prefer writing and reviewing contracts)...but I don't think your proposal would work in the US. I believe your additional 'document' would have to be structured as an addendum, which in itself is a sort of contract and technically free-standing from the main/original document. But in this case the original contract wouldn't be valid, because it wouldn't have any specific terms relevant to an agreement between parties, and AFAIK you can't render an invalid or unenforceable contract valid through addendum. What you're proposing also bucks 100+ years of legal writing tradition (both in US and Europe), which itself is very poorly received by attorneys and judges.
  - jasonhansel 4y ago
    IANAL also, but: IIRC contracts typically have an "integration clause" that specifies that the contract constitutes the entirety of the agreement between the two parties. Couldn't the integration clause instead specify that the contract, as combined with the additional document into a single whole, constitute the agreement? See: https://en.wikipedia.org/wiki/Integration_clause https://en.wikipedia.org/wiki/Integration_clause
    - dctoedt 4y ago
      See my comment just above yours, concerning "incorporation by reference" (with a link).
      - calny 4y ago
        Lawyer here also (though not actively practicing) and I agree with your thoughtful comment about. I’ve negotiated lots of commercial agreements, and it’s surprising that lawyers still spend time redlining basic things like severance clauses, integration clauses, etc. There’s no real benefit from much of the back-and-forth. It’d be great to have trusted, open source “standard legalese” terms. That way the parties could focus on the contract’s meaningful parts and say something like “This Agreement incorporates by reference the Standard Legal Terms at xyzterms.org.” And of course you could have different versions for various states and industries.

sithadmin 4y ago

In the US, what you're suggesting is more or less how the majority contracts are written, but rather than using a separate form, specific parties, objects, etc. are defined and indicated by a generic term used for the remainder of the text. Law firms and corporations generally maintain a library of templates for use.

jasonhansel 4y ago
Indeed. What I'm suggesting just amounts to taking that approach to its limits, by putting the "definitions" into a separate document and having the contract contain conditionals that depend on that document.
PatentlyDC123 4y ago
+1. Many times the real value an attorney brings is working with the client to tailor the template to their situation and needs. Most parties try to mainly use standard terms, e.g., shipping Incoterms, and language that has been litigated in case law (if in the US) so that the parties can better understand and estimate the likely outcome of any dispute. However, each situation is usually slightly different. Even if we ignored any unique aspects of each contract, each template would have to be tweaked to reflect the unique and changing case law (if in the US) of the jurisdiction governing the contract.

deleted 4y ago

[deleted]

rmellow 4y ago

Ontario uses exactly this system in it's standard rental agreement contracts.

Tyr42 4y ago

You might enjoy the writings of /dev/lawer https://writing.kemitchell.com/ https://writing.kemitchell.com/ He wishes to create such forms, and created PolyForm to try and do so. https://writing.kemitchell.com/2021/06/23/PolyForm-Commercial-Preview https://writing.kemitchell.com/2021/06/23/PolyForm-Commercia...

bryanrasmussen 4y ago

When I worked for the Danish and Swedish division of Thompson Reuters WestLaw we had a product named Pacta that lawyers used to generate all sorts of contracts that operated on this principle. I have to assume that other parts of the WestLaw platform internationally, and other services like Lexis-Nexis, must provide similar functionality. It is, after all, not too difficult a thing to do. When I left (2013) a project was underway to add lots of functionality to it. Not sure what the current status is if any.

citizenkeen 4y ago

This is why I left the legal profession. I was working for the in-house legal department for a very, very large athletic shoe company, and they had a team working downstairs on automated contract drafting. The company is big enough that they wanted managers to be able to do things like leases without consulting the lawyers. Some sales person would go to a factory outlet mall outside of Cleveland, negotiate for a lease, and rather than run the lease by legal or get legal to draft it, they'd just use a giant web form to generate the lease. The software would be able to parse terms added by the other party and associate a "risk" that may or may not necessitate the involvement of a human. Since writing contracts was my favorite part of practicing law, I saw that staring at me for a year and noped out. I'm a software developer now, and so much happier.

AnimalMuppet 4y ago

Aren't most residential real estate contracts already done this way? There are standardized forms that are recognized as legal within your state (or maybe within all states). This lets an agent draw up a legally binding contract for a transaction that's worth hundreds of thousands of dollars, without needing lawyers.

gamblor956 4y ago

So in other words, you just want to use a standardized legal template? Yes, you can do that. People have been doing that for decades. Pretty much every major lease or purchase agreement you or your parents have made in the past 4 or 5 decades has used a standardized legal template. Note that these templates have the variable fields in-line; if you want to do it as a separate document as proposed, you would need to do that as an attachment or exhibit to the original underlying contract. The former is generally required for contracts between businesses and individuals; the latter is uncommon but is used for B2B contracts. Generally, if there is a significant amount of conditional logic, you would need/want to split that out as a separate (possibly standardized) contract addressing those particular logical conditions. But note that plenty of standardized contracts have conditional blocks that affect the selection of a particular term of the contract (i.e., amount of monthly payment, points paid, choice of extended warranty, etc.).

jonas21 4y ago

Isn't this basically how every lease is already written? Nobody's writing a new contract for each tenant - you just fill in the blanks.

bob1029 4y ago

In banking, this is pretty much how everything works. There are vendors who took this one step further. They define a document "contract" which is populated with the raw business data and other important facts regarding the context of the transaction. You send this XML into their system and it will dynamically construct the required document based upon the inputs and send back the final PDF. Documents produced in this manner usually require far fewer printed/imaged pages, especially when working with business customers and complex retirement accounts that require volumes of potentially inapplicable disclosures. We have also hand-rolled a lot of this kind of stuff in-house for our customers using HTML templating and PDF conversion. That said, anything that needs to stand up in court comes from one of 2 legal document vendors and we are required to use it pretty much as-is.