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Semantic code project: next steps: Difference between revisions
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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: | 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]]: how to ''avoid'' it by being so clear no one would take the point; (c) ease of systematic risk monitoring of legal terms, recognising this will increasingly be by means of machine/code. | ||
These layers translate more or less to: | |||
*'''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 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 | *'''The legal layer''': written in legal text (which may be more or less [[legalese]]) but which is designed to ensure that those things that ''ought to'' “go without saying” in fact ''do''. To address an assertion made on the call which, on reflection, I would resist: it is ''never'' the objective “to convince a judge”: it is to put matters so clearly that ''no-one would need to refer the document to a judge''. This is important, as “I am writing with litigation in mind” is, otherwise, a justification for writing in a legalistic way: ''I write this way because this is what a court would expect''. This is a fallacy: First, a contract that comes before a court ''has already failed''. A contract that is so clear that no-one in her right mind would litigate it will, if litigated, have the best likelihood of a positive outcome. Second, to write something in careful legalese for the benefit of a court sounds ''cute'': as if you are writing a coded message that you hope a judge will understand, but that your counterparty will not. That is bad faith. 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 term sheet or [[boilerplate]] terms) rendered in some kind of propositional or elementary form that reveals their fundamental logical structure. | *'''The code layer''': The legal terms (be they term sheet or [[boilerplate]] terms) rendered in some kind of propositional or elementary form that reveals their fundamental logical structure. | ||
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===Opensource vs IP=== | ===Opensource vs IP=== | ||
This project should be a free, open source, public utility. The the model should be open architecture, open-source, freeware. GitHub or MediaWiki, not ISDA. No-one should extract [[rent]] from boilerplate. | |||
The information revolution has enabled our “drift to complicatedness” — with that a view has emerged that the resulting “legal technology” is somehow has intrinsic value, is proprietary and should be commercially protected. It is better to see good market-standard contractual terms as a common interface between market participants: a public utility that enables business to get done with minimal friction. No-one should try to own it or extract rent from it. Contract ''technology'' should not ''proprietary''; rather contracts — agreements ''made out of'' contract technology — may be ''confidential''. To confuse a contractual ''confidence'' with a proprietary right in [[intellectual property]] comprising the contract is to make a category error. | |||
===Ask=== | ===Ask=== | ||