
Can developers read/interpret law clauses? - bugsbugs
Often when I read job contracts, when I find something offending, and when I say that to recruiters I usually get argument (often in high peach almost screaming voice) :&quot;You are not a lawyers, you do not know how to read a law clause&quot;.<p>Taking in consideration that job contracts are very similar to BDD specs in Cucumber, why we cannot read them as part any coding specification or developer code.<p>What do you think in your opinion can developers read law and understand it?
If recruiters are right why reading contracts at all? 
Should we just accept blindly or we always need to have lawyer to decipher real meaning?
======
bradknowles
My wife is a lawyer. She sometimes has to deal with people who think they know
the law as well as she does (or better), simply because they've read the
written laws or they've read the contract. That is almost always a huge
mistake.

What is written is only one leg of the tripod. Another leg of the tripod is
knowing the legal precedents, and you won't get those just by reading the laws
or the contracts -- and even if you pass the bar exam, you probably won't
learn those outside of going to law school. The third leg of the tripod is
knowing which judge(s) you are dealing with, and how they are likely to rule,
based on what is before them -- and even law school can't really help prepare
you for this problem.

And all of that assumes everyone is operating in the same legal regime, in the
same jurisdiction. The legal systems can be radically different in other
places, such that the lawyers in that area don't even think the same way. For
example, in French law, there is no Federal system. So, any contract that is
written with language referring to federal law may be null and void in France
-- just ask Chubb and their multimillion dollar case that went all the way up
to the French Supreme Court.

So, as a programmer, sure -- you can read the contract, and you may even be
able to do a better job of it than most. But do you know all the legal
precedents in your jurisdiction? Do you know all the respective judges who
might see your case and how they would rule?

If it's a standard contract with a big company, you may just have to bite the
bullet -- or decide you don't want to work under those rules.

Either way, a big company probably isn't going to make any changes for you,
because this is their standard contract that they give everyone, and they
never make any changes for anyone.

So, how badly do you want this job? How much of a stink are you willing to
raise to try to get changes made to the contract, before you decide it's not
worth it?

Even if you are a lawyer, if you are a client in a case, you don't want to
represent yourself. You can't really be properly impartial when it comes to
what you want, and so you would be the moron who would be retaining a fool as
his representation.

~~~
bradknowles
And yes, on any contract I sign, my wife takes a look at it first. And so far,
there has only been one employment contract I recall that she was able to get
any modifications made to.

It was a minor mod, the employer was very small, and the fact that we wanted
this mod did make my negotiations with that employer considerably more
difficult. But in the end, we did get it.

Your mileage may vary.

------
itamarst
My experience is company lawyer telling me "oh, don't worry about that" but
when I hired a lawyer their explanation matched my understanding. When someone
tells you not to read the contract ignore them.

You won't get the nuances (and they matter a huge amount!), and you won't be
able to write a good contract, but you can usually notice grossly bad clauses.

So: on the one hand, no, you don't understand it enough for many purposes. But
then neither can the recruiter. On the other hand, you _can_ notice really bad
things.

------
telebone_man
I would say there's a difference between being able to read a contract and
negotiate one.

For example, one common clause that 'offends' a developer might be something
starting any work done whilst under their employment remains the IP of the
employer.

It's one thing to tell the recruiter something offends you, but another to
negotiate an alternative.

For that's what negotiation is. Understanding why the employer requested what
they did, and suggesting something that achieves that reasoning but satisfies
your concern too.

~~~
bugsbugs
Issue here is they saying: "we are to big company, it is our standard
contract, we will not change contract just for you ... at least that is what
their HR is saying"

~~~
telebone_man
I know. What I'm trying to say is, you're not asking them to change the
contract for you. You're asking them to change the contract for both of them.

If you ask a prospective employer to remove any clauses that say "Any work
done during employment is ours" then why should they bother? They put this
clause in to a) avoid being the funder for work that doesn't benefit them and
b) Ensure you don't steal other company resources.

If you suggested "Can we please add a clause that states any work done outside
of contracted hours using resources not directly owned by the employer shall
remain the property of the employee" that would seem much more reasonable.

------
bugsbugs
This is the part I do not like: i) Due to the nature of your duties and your
particular responsibilities, you recognise that you have an obligation to
further the interests of company “B”.

ii) If you make an Invention in the course of your duties for us, you must
disclose it to us at once. That Invention will belong to us. If we obtain a
patent for that Invention, however, you may be entitled to compensation for it
in accordance with the Patents Act 1977 s.40.

iii) Subject to ii), all Intellectual Property Rights that come into existence
during the normal course of your employment or by using materials, tools or
knowledge made available through your employment, will belong to us or any of
the Group Companies which we nominate. If required to do so (whether during or
after the termination of your employment), you must sign any document and do
anything necessary to vest ownership in these rights in us as sole beneficial
owner. Where ownership does not automatic ally vest by Act of Parliament, you
must immediately assign all your interests to us. You irrevocably waive all
your rights pursuant to sections 77 to 83 inclusive of the Copyright Designs
and Patents Act 1988.

iv) The provisions of this clause 3 (c) shall remain in full force and effect
following any termination of this agreement for any reason, whether such
termination is lawful or not.

Any thoughts?

~~~
itamarst
Problematic bits might be "in the course of your duties for us" (need a lawyer
to know what that means) and "by using knowledge made available through your
employment" is very vague...

My experience is with small companies you can negotiate changes that make
everyone happy, if you have a lawyer to reduce hassle for company. Big
companies... harder to say.

~~~
bugsbugs
For me issue is "or by using materials, tools or knowledge made available
through your employment" when you combine it with "whether during or after the
termination of your employment" and "shall remain in full force and effect
following any termination"

So basically, let say I do not know Scala and I learn it there or I use
GoDaddy to register domain, according to contract I will never be able to use
those anywhere else, and if I do I will need to handover things I have done?!

~~~
siegel
The "materials, tools" part is fairly standard in the U.S. (I believe the OP
is in the UK, though, correct?). The "knowledge" part is overbroad.

If knowledge were replaced with "Company's confidential information," then
that would make sense and is standard. Your employer has a legitimate interest
in your not using their trade secrets and confidential information for your
own use.

But everyone gains "knowledge" working at a job. Whether it's learning a
programming language, being introduced to a publicly available tool or
service, we all learn things of general applicability at our jobs. Come on -
why do employers ask for people with X years experience, other than the fact
that they understand people learn things from their working experience?

So, yes, this is unreasonable and I wouldn't sign it, unless amended.

------
siegel
Don't take the recruiter's opinion on this. They want a commission.

Can developers read/interpret legal clauses? Yes and no. I good developer
should have the analytical skills to do a much better than average job
spotting issues in the plain language of a contract.

What a lawyer can add, if they have experience, is a familiarity with these
types of clauses, what is and is not standard, the background law which helps
in terms of what is and is not enforceable, and an understanding of how courts
interpret these types of clauses.

And, of course, a lawyer can help in terms of revising the terms of an
agreement or negotiating.

But, from what I see here, you have picked up on some serious issues with this
agreement and you don't need a lawyer to go back to the recruiter or employer
and explain your concerns. Maybe they will propose alternative language. If
not, that's probably when you would want to either consider a lawyer or just
walk.

------
zer00eyz
> I usually get argument (often in high peach almost screaming voice) :"You
> are not a lawyers, you do not know how to read a law clause".

And neither are you (the recruiter) and this bothers me.

If your working with a recruiter who isn't working for the company, your
making extra work for them. But at the end of the day YOU are their ticket to
a paycheck. Don't like the contract, simply say "this changes or I walk", they
will work their butt off to be accommodating.

My favorite thing to say to recruiters when it is about money is this: "If you
want me to take this job go back and get me another 10k, it isn't a lot of
money on your bottom line, hell it is probably only a dinner out, but it is
going to make me happy and take the job." Watch how quickly a final offer
changes!

------
FormFollowsFunc
Everybody should be able to read legal contracts especially if it's for
personal matters like employment and renting. It's going to get fairly
expensive if you need a lawyer to review every contract you sign. If you don't
understand the contract you shouldn't sign it.

Personally I think contracts should just be a series of bullet points in clear
language so each party knows where they stand but it's a convention that
contracts should be in legalese or it's not a proper contract. Lawyers use
legalese to increase or decrease ambiguity or to hide unfair contractual
terms. It's also gives the impression that only lawyers can draw up contracts,
though most of them at this level are just copied and pasted from somewhere
else.

~~~
bugsbugs
I have some issues with "Intellectual Property Right" in my job contract, as I
have my llc company, but I am seeking permanent job, in the contract says
that, what ever I learn there tools, knowledge etc, I cannot use anywhere
else. And if I register domain or what ever I have to handover everything...
so now not sure what to do...

~~~
itamarst
1\. DO NOT SIGN IT. You will be signing away your rights.

2\. Either walk away, or hire a lawyer to help you make changes. I've worked
with Rex Baker ([http://www.rexbaker.com/](http://www.rexbaker.com/) ) and he
is a good guy.

~~~
bugsbugs
I need someone for United Kingdom...

------
ruairidhwm
As a lawyer and a dev this is pretty interesting. There's less distance
between law and coding than a lot of people think. Both are expressing logic.

I agree with the comments below that you should read any contract that applies
to you. Chances are that you'll understand it and this is extremely important
before signing.

With that said, lawyers spend years learning how to draft and interpret
contracts and I thin it's simplistic to say that it's similar to a BDD spec.
There's a lot more going on under the hood.

Either way, never accept blindly and you're within your rights to seek a
plain-English clarification.

~~~
bugsbugs
Thank you. Down in comment I gave offending parts:
[https://news.ycombinator.com/item?id=14166514](https://news.ycombinator.com/item?id=14166514)

and as they say they are not willing to change contract, I have to think
twice... as I do not want to retire my skills or cut out my possibility to
have a startup one day.

