Hacker News new | comments | show | ask | jobs | submit login
Can developers read/interpret law clauses?
5 points by bugsbugs 12 months ago | hide | past | web | favorite | 20 comments
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) :"You are not a lawyers, you do not know how to read a law clause".

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.

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?

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.

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.

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.

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.

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"

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.

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?

"Intellectual Property Rights" - Copyright and related rights, registered designs, trademarks, service marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) rights in and to any inventions, patents, design patents, utility patents and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights o r forms of protection which may now or in the future subsist in any part of the world.

"Inventions" - Inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.

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.

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?!

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.

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.

> 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!

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.

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...

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/ ) and he is a good guy.

I need someone for United Kingdom...

To expand: depending where you live that may be unenforceable... but that can still lead to a miserable time getting it pushed back in court. And in some places it will be enforceable.

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.

Thank you. Down in comment I gave offending parts: 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.

Guidelines | FAQ | Support | API | Security | Lists | Bookmarklet | Legal | Apply to YC | Contact