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I'd be interested in seeing an IDE for contract drafting. Or something like an Excel mapper that can show me how all the provisions and definitions in a contract are interrelated.


More lawyers would first have to understand that Microsoft Word is a regression from plain text first!

Contracts are code. Many of the concepts are similar (defined terms / includes / gotos) so the tools don't need to be changed that much. The challenge is getting others to adopt them.


Contract physics simulator would be a huge boon. I know smart contracts are supposedly to take us some small steps along that path, but the real value is in being able to visualize and perform such mappings in existing contracts.


Or perhaps a Github repo with code to generate the most frequently used legal documents.


Definitely interesting, and in a few cases I have built this internally for myself before and it generally is useful (key phrase) when it can be built. I did this primarily to keep track of (1) defined terms (each place a defined term is used, and when a defined term includes another defined term), (2) section references (where any section is referred to elsewhere in the document so that if that section changes, what other things need to be impacted) and (3) payment mechanics (a spreadsheet that uses the defined terms of payment mechanics and allows you to plug in real numbers to see how the money flows). This is helpful to understand a specific concept or mechanic.

Usually though, the moment you move into a transaction of even medium complexity, while this might be helpful it can't be ultimately relied on - if you were to track a defined term or a section reference, a change to that term or section reference would impact not only the places where that term or section reference is specifically used, but also where a concept depends on such term or section reference. A basic example of the change of an actor from singular to plural (originally there was one purchaser, now there are two purchasers) - then, every pronoun and verb would need to be changed to plural form. This is why you sometimes find contracts wonkily sticking with a plural defined term when really there is just one entity/person described by the term, or vice versa.

This mostly points to what I always say about the challenges to true legal disruption: common law, statutes and contracts all depend on language subject to interpretation (and in the case of common law, interpretation IS the entire name of the game - see every supreme court case of the past 30 years to see how much interpretation varies), and unless I am missing some major breakthrough, we have not come to a point where language is understood systematically enough to truly "hack" complex legal concepts as currently drafted (aka. using language).

I could, however, imagine a new legal system that depended entirely on data, numbers and systems instead of historical language, but it would first require us to all agree that the system would govern and agree on the rules (or lack thereof) of interpretation, which given the vested interests most of society has in the current system, would be pretty challenging to implement.

That being said, you can see how this spectrum works by comparing the common law system (like US/UK, which relies heavily on interpretation of judicial opinions) and the civil law system (France, Korea, etc., which relies heavily on a more formulaic interpretation of statutes) - way more costly litigation and more politics in common law systems when compared to civil law systems. The trade off is that common law is (arguably) more dynamic (judges can overturn statutes unilaterally - civil rights, etc.), whereas civil law systems require legislatures to make changes to statutes.

Full disclosure: I used to be a lawyer, so I am biased.


I'm intrigued by your idea of a new legal system dependent on data.


I think an interesting place to start would be trying to break the UCC down into a numbers/data based system.

Similarly, it would be interesting to try and take a relatively conventional transaction (incorporation documents, convertible notes, Series A) and place the key economic terms in a spreadsheet, and then incorporate the other legal boilerplate (indemnification, securities exemptions, etc.) by reference to a standard T&Cs-type document - I know some incubators already do this by having the key terms as a "fill-in-the-blank field (I think AngelPad does this..). The agreement would then just be a spreadsheet-like form, with the other terms incorporated by reference.




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