3 ms·
Contracts are sort of like computer programs, read and executed by people -- by the parties; by constituencies within a corporate party; and sometimes by judges
by dctoedt 13y ago
Contracts are sort of like computer programs, read and executed by people -- by the parties; by constituencies within a corporate party; and sometimes by judges and juries -- instead of by CPUs.
Except that, unlike people: [EDITED FOR STYLE]
* CPUs don't come up with imaginative reasons why they supposedly needn't follow a clear, unambiguous program instruction.
* CPUs don't experience buyer's remorse and decide they like another program better.
* CPUs never have to be persuaded to comply.
EDIT: Still, there's much room for improvement in the way contracts are drafted; someday there may well be standardized, machine-parsable ways of expressing common contract concepts, so that readers aren't forced to struggle through the wordsmithing whims of J. Random Lawyer.
(Shameless plug: In that regard, see the Common Draft project that I've been working on, at http://www.CommonDraft.org http://www.CommonDraft.org. It's an organized compendium of contract term sheets and clause language, heavily annotated [and also very much an unfinished work-in-progress].) The long-term goals are (1) eventually to automate 80% of routine contract review work by programmatically comparing the preferred term sheets of Party A and Party B to generate a discussion list of the parties' points of disagreement; and (2) to provide an educational resource that will help people collaborate to do good things together.
- throwaway092834 13y ago"Except that we don't see CPUs being astonishingly creative in coming up with reasons why they shouldn't have to follow a clear, unambiguous program instruction." That's the compiler's job ;-)
- adestefan 13y agoWe still don't know what Intel's microcode actually does...
- rayiner 13y agoAlso: when program hits a missing case in a switch statement, throwing an exception and rebooting the program is an option. That's not true for the equivalent situation with contracting parties.
- JetSpiegel 13y agoOn the other hand, programming people is a much more high level language. So high level, even managers can make complex programs in it.
- bradleyjg 13y agoRe: Common Draft That strikes me as a very good idea. I've seen so many contracts with strange terms seemingly included because the drafting lawyer half remembered seeing such a term once, and now thinks it's necessary even though he doesn't know why. Let's think of every synonym we possibly can for this verb including one in bad Latin and one in old Law French -- that'll show we're really serious!