Legalese is an open-source project to draft legal documents the way programmers develop software. Our first product is a SaaS app for entrepreneurs to configure and engross all the paperwork for an angel or seed round — we're talking shareholders agreements, corporate resolutions and amendments, rights notices, as well as prerequisites like ESOPs and vesting, all compiled from high-level expressions.
Law today is where software was in the assembly era: getting ready to make the jump from macros to compiled languages. Tomorrow's lawyers will look a lot like today's programmers: 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 mandraulically, as white-collar successors to John Henry).
A “smart contracts” world needs Legalese more than ever, Institute of International Finance (2016) writes:
Because few lawyers have the coding skills to draft their own smart contracts, computer programmers would play a larger role, creating new liability questions for faulty algorithms and even ethical issues regarding the practice of law by non-lawyers. Conceivably, smart contracts could reduce some legal cost around contract execution and dispute resolution by making execution automatic. However, legal cost could shift from execution to the drafting phase. As Houman Shadab, a professor at New York Law School, has pointed out:By requiring parties to strictly commit, at the outset, to decisions of a smart contract, the need for transactional attorneys and others to structure smart contractual relationships may increase. Parties would most likely want to specify a more detailed range of contingencies and outcomes ahead of time before committing themselves to abide by the decisions of a software-driven contract.
How does Legalese surpass existing approaches like Clerky, Ironclad, Docracy, Commonform, and CommonAccord? Such initiatives tend to run aground on the shoals of English: their “logic” is templates, stitched together the way PHP stitches together HTML. Taking a cue from commercial successes like ContractExpress which use deeper formalisms (Prolog), Legalese is developing a domain-specific language (DSL) from first principles. The DSL does for the deontic modal calculus what functional languages do for the lambda calculus. This solid foundation in CS theory enables the mapping of mature software concepts to the legal domain: compilation, dependency management, static analysis, and unit & integration testing.
Formal semantics makes it possible to automate the production of bilingual contracts (think Quebec, Indonesia, China, EU, etc), using natural language generation tools that operate in the opposite direction to the current trend of natural language processing (Judicata, Lex Machina). Legalese will also automate the drafting of paperwork in the growing “self-help” segment currently served by LegalZoom. Eventually, Legalese may help states rewrite existing legislation and regulation in a formal grammar; such formalisms would make it much easier for companies like FiscalNote to achieve their goals.
Thirty years of academic research in deontic modal logic, contract formalization, static analysis, and language design are coming to fruition in papers like Tom Hvitved's PhD thesis (2013). Contracts are multiparadigmatic: they can be object-oriented, event-driven (reactive), functional, aspect-oriented, declarative, and imperative, all in the same document. Academic contract formalizations are just now beginning to satisfy the necessary properties for reduction to software practice.