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Amwelladmin (talk | contribs) (Created page with "{{a|design|}} Thoughts following call on 3 March 2021 ===Levels of meaning/audience=== There are at least three layers of meaning, which equate with audiences: (a) business:...") |
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===Levels of meaning/audience=== | ===Levels of meaning/audience=== | ||
There are at least three layers of meaning, which equate with audiences: (a) business: what practically is the deal I have to do; (b) litigation: if worst came to worst what would a court say about this (c) risk monitoring, increasingly my machine/code. These layers translate more or less to: | There are at least three layers of meaning, which equate with audiences: (a) business: what practically is the deal I have to do; (b) litigation: if worst came to worst what would a court say about this (c) risk monitoring, increasingly my machine/code. These layers translate more or less to: | ||
*'''The | *'''The term sheet'': these are the [[cocktail napkin]] terms; merchants assume the particular articulation of things that “go without saying” can be left to the legal layer. | ||
*'''The legal layer''': written in legal text (which may be more or less legalese) but which is designed to articulate with sufficient clarity those things that ought to “go without saying”. Here the objective is not “to convince a judge” | *'''The legal layer''': written in legal text (which may be more or less legalese) but which is designed to articulate with sufficient clarity those things that ''ought to'' “go without saying” in fact ''do''. Here the objective is not “to convince a judge” so much as put quotidian matters beyond [[doubt]] so that ''there is no point referring them to a judge''. A [[piece of paper]] is a poor risk management tool, except as far as it discourages vexatious or wilful interpretations. | ||
*'''The code layer''': The legal terms (be they termsheet or boilerplate terms) rendered in some kind of propositional or elementary form that reveals their fundamental logical structure. | |||
===Other work in this space=== | |||
*Note the encyclopaedia of forms and precedents whereby you could call standardised templates very quickly. | |||
*Note the work Ken Adams has done to codify the constituent parts of legal contracts. | |||
===Ask=== | |||
I think ask at this stage is to identify the basic elemental building blocks of commercial contracts. It strikes me there are two ways of achieving this: firstly, to identify and parameterise a limited number of canonical contractual propositions: obligations, discretions, rights, definitions, conditions precedent, representations. The objective here is to see if there is a small, manageable number of basic propositions which most contractual provisions can conform to. My hunch is that there is, and the apparently infinite complexity of legal drafting in fact subsists at a lower, syntactical level. for example, the “object” proposition is: | |||
{{subtable|{{Pr obligation}}}} | |||
And the difference between a complex obligation and a simple one comes in the articulation of each of the objects in side it. So, compare | |||
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!style="width: 34%"|ISDA 2002 | |||
!style="width: 33%"|2002 Code | |||
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{{tablehead 2 column}} | |||
{{ISDA 2002 clausehead|2(a)|}} | |||
{{aligntop}} | |||
|{{ISDA Master Agreement 2002 2(a)(i)}} | |||
|{{Code ISDA 2002 2(a)(i)}} | |||
{{aligntop}} | |||
|{{subst:{{ISDA Master Agreement 2002 2(a)(ii)}}}} | |||
|{{subst:{{Code ISDA 2002 2(a)(ii)}}}} | |||
{{tablebottom}} | |||