As a corporate transactions lawyer, what I think is just as important as a "Github for lawyers" is a package manager. Contracts are fairly modular. What I'd love is some way to mix and match different contract provisions, some way to verify that I'm using the latest version of each provision, and a simple way of specifying how everything fits together.
I mean, I'd be super happy if lawyering eventually looks like this:
import stock_sale
import confidentiality
import lockup
import governing_law
import states
import conflicts
export build(
stock_sale({
company: "Corp Inc.",
purchaser: "Jane Employee",
shares: 10000
}),
confidentiality(),
lockup(120 /* days */),
governing_law(states.CA),
// If two legal terms conflict, the latter takes precedence
conflicts.LATTER_WINS
)
And I just type "make" and get back an e-signature URL.
Contracts are similar to software in many ways, but a few crucial differences justify a whole new programming language custom-made for the task.
Not a markup language: a full-blown strongly typed specification language with first-class functions, that supports formal verification / static analysis / model checking.
Those ideas, rooted in computer science, are what will set the next generation of legal drafting apart from traditional work.
Of course the language will be compilable to both natural languages and "smart contract" languages like Ethereum.
We're working to build an opensource language called L4 with these properties. If you know, or want to learn, declarative programming (Haskell), dependent types (Agda, Idris), theorem proving (Coq), model checking (CTL*), rule systems (Prolog), modal logic, CCS, CSP, etc etc, join us! Computational thinking required, legal experience a bonus but not really needed. (evil laughter)
IIRC those exist for law firms and they are called knowledgebases or knowledge management (which also are broader technical terms). I came across them years ago doing some research, though I didn't look into them deeply.
Management can be difficult: Each 'module' needs a maintainer, someone responsible for keeping it updated, fixing problems, finding ways to integrate new concepts and requirements, etc. Based on what I know of law firms, finding attorneys with the time and attention for that can be difficult.
Once that exists, people just won't use lawyers for preparing those kind of docs at all, they'll by the service that provides it (just like people by Nolo Press books and the like, only it will handle more complex issues.)
It will reduce lawyering (around those documents) to litigating when things go wrong, and negotiating custom agreements when two parties have different preferences as to standard terms to include and neither is in a position to do a "take it or leave it".
"ROSS has joined the ranks of law firm BakerHostetler, which employs about 50 human lawyers just in its bankruptcy practice. The AI machine, powered by IBM’s Watson technology, will serve as a legal researcher for the firm. It will be responsible for sifting through thousands of legal documents to bolster the firm’s cases. These legal researcher jobs are typically filled by fresh-out-of-school lawyers early on in their careers."
What if we treated contracts as an iterated stream instead of an immutable invariant? What if every contract had a maximum term of one year, one month, one day? Power imbalances might be reduced precisely because nobody's locked in: it's a lot easier to break up when you're just dating. After the marriage you might let yourself go.
Software is eating law, but "law is code" is only the first step. Just as the historic transition from proprietary to opensource informs ideas like "Github for law", the historic transition from waterfall to agile will find its analog in the legal and business domains by changing the way we develop and deploy contracts, ultimately driving changes in economic relations.
Think about how "no-contract" phone plans have made the telco market more competitive, to the benefit of the consumer.
Think about how agile development means less software project failure, and less software project failure means less litigation between client and outsourced development vendor.
That's just one example of how litigation might be reduced. If better tools and languages mean that we can better transform our intent into specification, we might be forced to be clearer about what we actually do and don't agree on, we might be more honest in our dealings, there might be an actual "meeting of minds", and when things don't turn out the way we expect, rather than blaming the other party, which seems dysfunctional, we embrace change together, and agree to consciously work on the relationship, to improve the next iteration of the contract … which is due to be revised and renewed anyway, next month, not next decade.
Short-term contracts where continuation requires renegotiation aren't a novel innovation, they are routine. Longer-term contracts don't occur because no one understands short-term contracts, they occur because interests exist that aren't well-known served by them.
This. I worked with a lot of law firms in my previous career (finance) and in my experience it seemed like they generally went out of their way to reinvent the wheel -- even with trivial things that should be standardized like non-disclosure agreements.
I can't remember the company, but there was a Mixergy interview about a product to manage contracts that are in force, and he was getting little to no uptake in the legal market. And then 2008 hit, and lots of big companies pulled their legal work in house and/or demanded better results for their money, and they sell a lot to in house corporate lawyers (who do not bill by the hour).
That's a factor, but like IT people, lawyers have opinions that vary, even for seemingly straightforward stuff.
I've worked with in house and outside counsel on a variety of matters. The meter makes a difference in some things, it the individual attorney or lead attorney made a much bigger one.
For sure, the incentives aren't lined up quite right. I know of a couple attorneys who have switched to some standard rates for stuff (perhaps called value-based billing, or I might be making that name up).
It works well for lots of things. After a 30 minute consultation with a new client, the attorney can estimate the documents which will be required and can give a reasonably close estimate of the total cost. It also encourages the attorneys to still track time on a per-task basis and actually look for ways to improve.
Unfortunately for one attorney I know, the bankruptcy court still requires hourly billing, so he can only do value-based billing on the stuff he can get resolved outside of court.
Not if your clients are paying by way of an insurance policy (which often happens in litigation). Then they might as well spend up to the policy limit. And in lots of other cases, you hire lawyers based on the prestige principle. I.e., "hey don't blame me, I hired the best lawyers I could!"
(I'm not sure how the reference is meant to work because I'm pretty sure commondraft.org has been edited since I saw it some years ago; maybe it's meant to copy whole sections and then include the specific details in a page like the one linked above?)
Note that the CC license mentioned in the header isn't actually useful except to lawyers: it contains the noncommercial restriction with separate special permission for most uses by licensed attorneys (looks intended to prevent non-attorneys from actually using anything there in transactions).
There's probably a billion+ dollar market for this, especially if you can GUI-fy it enough. My guess is a good test group would be paralegals. If they can "click together" contracts with up to date modules you're probably on the right track.
Super long term it could also be interesting if you could provide a fill in the blanks mask for clients that generates your contracts (a simple workflow where they fill in some details like names, corp, state etc. and a "what do you want")
This exists and has existed in various forms for a long while. It's not a billion dollar idea. Business people prefer to pay lawyers hourly for peace of mind, despite lawyers having almost no accountability. Lawyers prefer to cobble documents together in Word because if they bill 8 hours a day at market rates, they're clearing at least $750K p.a. If lawyers want more money, they employ a standard labor pyramid, delegate workload, and raise their rates. I'm not saying it's right, or good, but that's the reality.
Agree with much of the above with some exceptions: secretaries create documents for partners and senior level associates. There is usually a bank of standard provisions that the secretary pulls from. Partner A says pull the standard template plus x and Y provisions. Secretary prepares and Partner reviews. On the billing, you may see preparation charged at the secretary's hourly rate with review at the partner's rate. Lawyer's have plenty of accountability from their clients. Corporate clients hire outside firms to review billings. Each year corporations review their outside counsel and decide if they want to find new counsel. Big Corp invites big law firm X, Y and Z in for a "dog and pony show". Competition between law firms is fierce.
Contracts aren't very far from what you described in some businesses. Tools like pandadoc or proposify let you organize yourself so that you've prewritten language that you can pick and choose from. You can then publish and share the doc straight into hellosign.
The principal reason is the complexity of integrating ever-changing legalities from all three branches of government across all jurisdictions – and it's not just the logistics; it's the very modality of interoperation with democratic institutions. Despite a modern push for efficiency in public administration, extant inefficiency is still deep and vast, and capital markets can hardly bear it (i.e. investment in development of the concept).
But don't discount a secondary complexity – that of the contextual analysis and pure judgment inherent to legal practice, for which the human mind has a mysteriously unsurpassed capacity.
This may have changed, but the last time I used HotDocs it was a simple form wizard. Can't mix-and-match or version sections of a document independently of each other.
I mean, I'd be super happy if lawyering eventually looks like this:
And I just type "make" and get back an e-signature URL.