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It is difficult to get a man to understand something, when his salary depends on his not understanding it
(tell us if you've got something to add)
Just on commas alone
Broken law in other guise
The law firm business model is...
Everybody now!
Howard Darmstadter’s Precision’s Counterfeit: The Failures of Complex Documents, and Some Suggested Remedies reads like both a clarion call “there’s got to be a better way!” and a grope in the dark“one possible idea: don’t repeat yourself” by someone who, being a lawyer not a programmer, has no exposure to the disciplines and possibilities of software engineering and language design. Indeed, he talks about debugging contracts as programs; he talks about testing; he talks about using mathematical notation, even flowcharts, to improve clarity. But as a lawyer he doesn’t know where to go next with these ideas. Lawyers don’t get CLE / professional credits for reading Steve McConnell.
Lawyers haven’t heard of language-oriented programming or UML/BPML, whose history has much to teach. Yet contracts are, effectively, business process specifications, where they skip over the high-level modelling and go straight to writing a low-level runtime by hand … using a collaboration methodology that could only be described as pair programming by correspondence, the way chess used to be played during the Cold War.
In that paper, Darmstadter:
The paper is a fun (and cringe-inducing) read. But the current state of the art is all quite ghastly, isn't it?
He knew all the answers. Everybody did. Everybody knew everything and everybody knew all the answers. It was just that the enemy seemed to know better ones.
After all, we already invented DRY; perhaps we have a moral obligation to help them avoid reinventing our wheels. And, programmers know very well the XY problem.
Some legal thinkers have even explored correspondences between law and software:
In fact, there's a fairly rich tradition of legal informatics.
The legal informatics tradition is older than most web developers today. Most web developers are used to playing with tech that’s only been around a few months, maybe a year. For these, quick hacks are good enough – after all, what’s the worst that could happen? Reload the page, if it didn’t work, it’ll be obvious.
Contracts are different: once executed, they don’t
change.
They aren't like web pages where the odd JS bug is
acceptable. Parties can turn hostile – as TheDAO
discovered. The stakes, permanency, and failure costs of
contracts suggests that it has more in common with processor
design than a web page. So move fast and break things
does not apply.
Everything “THEDAO” tried to be, it could have been correctly and in full compliance with the law. For this reason, what blockchain companies should be trying to do is take complex financial, business, and governance processes and turn them into machine-readable protocols that also tick all of the human requirements, legal or otherwise. A bit of code that does all those things is what a smart contract actually is.
an (incomplete) history in rough chronology; holler if we missed something
As the richly interpretable saying goes, "Law is Code" and, conversely, Code is Law (Lessig, 2000). Legislative and regulatory constraints may be modeled using a declarative language. Contracts and execution relations may be automatically produced as satisfactions of constraints. TheOracle Policy Automationis a commercial example of it; though Carl Malamud and Thomas Bruce might argue that this should be done in an open way.
Formal methods and languages like Agda, Idris, Why3,
and CoQ, not to mention specification
languages like Z, hold much promise. On the spectrum of
software reliability, smart contracts ought to live
near-mission-critical or life-critical software –
cryptosystems, human-crewed spacecraft, hospital
equipment. Today, they’re closer to enterprise
web-apps.
See The Atlanticon why formal verification is important.
Well, all information looks like noise until you break the code
The day should come, when it will come I don't know, but the day should come, when you will be able to feed a set of facts to a machine that has cases, rules of law, and reasoning rules stored in it, and in which the machine can then lay out for you, step by step, the reasoning process by which you may be able to arrive at a conclusion.
Once upon a time, a programmer received an investment contract containing the following text:
1.2.1 If the investment for the purpose of the Series B Funding is valued at not more than $32.5 Million, then the investors in the Note shall be entitled to convert the Note into Shares at a fixed valuation of $27.5 million.
1.2.2 If the investment for the purpose of the Series B Funding is valued at less than $40 million but not below $32.5 million, investors in the Convertible Note will be entitled to convert the Note into Shares at a 15% discount over the valuation of the Series B Funding (for instance, if the series B Funding is at a valuation of $35 million, then the investors in the Note shall be entitled to convert at a valuation of 35M less 15% discount);
1.2.3 If the investment for the purpose of the Series B Funding is valued at not less than $40 million but less than $47.06 million, investors in the Convertible Note will be entitled to convert the Note into Shares at a 15% discount over the valuation of the Series B Funding (for instance, if the series B Funding is at a valuation of $47.06 million, then the investors in the Note shall be entitled to convert at a pre-money valuation of 40M i.e. $47.06 million less 15% discount);
1.2.4 If the investment for the purpose of the Series B Funding is valued at not less than $47.06 million but less than $80 million, investors in the Convertible Note will be entitled to convert the Note into Shares at a fixed pre-money valuation of $40 million;
1.2.5 If the investment for the purpose of the Series B Funding is valued at not less than $80M but less than $100M, investors in the Convertible Note will be entitled to convert the Note into Shares at a fixed pre-money valuation of $45M; and
1.2.6 If the investment for the purpose of the Series B Funding is valued at not less than $100 million, investors in the Convertible Note will be entitled to convert the Note into Shares at a fixed pre-money valuation of $50 million.
Ten minutes and a strong cup of tea later, the notes in the margin read:
// why wasn't this just if( seriesB < 32.5 ) { conversion = 27.5 }
else if( seriesB < 40 ) { conversion = seriesB * 0.85 } else if(
seriesB < 47.06 ) { conversion = seriesB * 0.85 } // then why the
above line? else if( seriesB < 80 ) { conversion = 40 } else if(
seriesB < 100 ) { conversion = 45 } else { conversion = 50 }
Today, software drives our trains, trades our shares, and
maps our flight routes. Today, the world's largest bookstore (Amazon), recruiting company (LinkedIn), direct marketing platform
(Facebook), taxi company (Uber), video service (Netflix), accomodation provider (airbnb) are all software
companies. Yet the largest law firm is still a law firm the
same way it was 200 years ago.
Today’s foremost technology investor Marc Andreessen said “software is eating the
world”. When Andreessen, a software
engineerAndreessen co-authored Mosaic (the first widely used web
browser) and co-founded Netscape)says “eats” he
probably had something very specific in mind: the
“Turing’ification” of an industry is something that only a computer
scientist can properly understand. In Twitter conversation with us, in
2014, he mentioned Judicata and LegalZoom – then said “we’re looking
for a good one.” What does that mean? Find-a-lawyer marketplaces,
download-a-template sites, and e-discovery search engines may be
nibbling at the edges of the traditional legal profession, but they
aren’t eating it, not the way Uber is eating the taxi industry, or the
way Netflix is eating TV. Today’s document automation software is
mostly a more full-featured version of Microsoft Word. Although
Legalese sees its roots in document automation, we have our sights set
higher and deeper: on deep-tech, computer-science-driven
software that will transform the legal industry (not just the legal
profession), serving not just lawyers but end users directly as
well.
Imagine
This vision has been expressed by Nick Szabo (2002), by Harry Surden (2012), by Flood & Goodenough (2014), by Camilleri, Paganelli, & Schneider (2014), by Prisacariu & Schneider (2007).
Gotta respect the prior art; there's a lot of it. In fact, legal informatics goes back at least 70 years.
When we borrow Andreessen's adage and say "software is eating law", we mean software eating law in a rather specific way: it gets Turing’d, by way of a domain-specific language. (Lawyers, don’t worry; you’ll keep your jobs, sorta)
A domain-specific programming language (DSL) for
legal means a language that is designed to capture legal
semantics and logic; a deep-tech computer science
approach to law. The DSL does for the modal calculus what functional languages do for
the lambda calculus.
The one we're
designing and implementing is called, L4.
Simply put, a DSL means that all legal (and quasi-legal) documents and laws will have a common denominator for entire suites of future functionality. The history of computer science informs the future of legal: we can translate entire families of concepts, such as compilation, dependency management, multi-lingual code, linters, code libraries, fuzz testing, unit & integration testing, and even agile development and opensource software communities of practice. Accompanied by static analysers capable of formal verification, a DSL will enable us to prove, to the extent mathematically possible, that the contracts written in the language are correct, consistent, and compliant with legislative constraints.
The idea of building a DSL for an entire domain is not new; companies like Adobe, Intuit, Autodesk, Cadence – category-owners of their respective fields all started with their own domain specific languages / standards. As Frederik Pohl might put it, a good futurist predicts the car; a great futurist predicts the traffic jam. If the car is a formal language for contracts and agreements (maybe even legislation), then a taxi service might be smart contracts integrated with cryptocurrencies and wholly automated business processes, exposed through legally binding APIs. The traffic jam? Maybe that’s a DDOS in the form of micro-contract spam, a welter of frivolous lawsuits, or a zero-day exploit of an error enshrined in some old piece of paperwork that didn’t get patched with the latest service pack.
The battery of tools which computer scientists and programmers currently have at their disposal (of which lawyers don’t even have an inkling) can be applied to the field of legal. Legalese asserts what tomorrow's lawyers do will look a lot like what today's programmers do: drawing on opensource libraries, they will configure code for clients that compiles to readable contracts – maybe English, maybe Ethereum/Hyperledger. From that future, we will look back on today's lawyers, drafting agreements in Microsoft Word and checking references by hand, as impossibly quaint, like hand embroidery.
Document Generation & Assembly
For Lawyers and/or In-house Counsel
Contract Life Cycle Management
Lawyers getting in on the game
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Academia & Government Efforts
Smart Contract Implementations
Smart Statutes / Digital Legislation
Contract Formalisation & Natural Language Generation
Artificial Intelligence & Natural Language Processing
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Miscellaneous
Non-exhaustive listing, though we do try to put everyone we've encountered here. Holler if we missed something!
(usually for law firms and in-house counsel)
Some more innovative / technical / interesting than others, obviously.
Borrowing from social science, these apply computational data-science techniques to the legal world.
Reliable natural language processing is a vastly harder problem than domain-specific-languages, compilers, and natural language generation, but we wish them the best. Should they be successful, drafting contracts which meet their AI's approval will be straight-forward because we can run the contracts through the AI ourselves.
To be clear, we're not entirely sure if these guys are defunct or just have broken websites. If we made a mistake, we do apologise. Let us know and we'll reinstate you up there!
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