Two people I enjoy following on Twitter are Kyle Mitchell (@kemitchell) and Ansel Halliburton (@anseljh). They’re half my age and twice my technical sophistication, they’re interested in contracts, and they throw around ideas that largely go over my head but certainly seem ambitious.
Here’s Ansel’s latest idea:
Updated some *very early* thoughts about what Simplified Legal English could look like. Comments? Is it crazy? Why?https://t.co/T3uO0NQoCf
— Ansel Halliburton (@anseljh) March 17, 2016
Apparently Ansel’s “Simplified Legal English” relies on “rules” and “vocabularies.” The rules are apparently a work in progress, but here’s what Ansel says about vocabularies:
Every word in an SLE document should come from an approved list of words, called a vocabulary. SLE provides a base vocabulary. Additional vocabularies can be added, depending on the document’s subject. For example, company formation documents could use both the SLE base vocabulary and an additional corporate law vocabulary.
In SLE, words are approved for one meaning only. For example, the SLE’s base vocabulary approves contract as a noun meaning “a binding agreement between two or more persons that is enforceable by law”. The word contract cannot be used as a verb in SLE.
Vocabularies are specified in JSON. For each approved word, the approved part of speech and approved meaning are specified. The approved meaning is linked to WordNet.
Of course, when I got to the bit about JSON and WordNet, my brain imploded. But Ansel’s notion is provocative: why not create contracts using a stripped down vocabulary, with each term having a designated meaning?
I’m obviously sympathetic to guidelines for contract language, but for various reasons I don’t think Ansel’s idea will catch on:
First, the notion of vocabularies seems geared to staving off one kind of ambiguity—lexical ambiguity. Lexical ambiguity is just one source of contract confusion, and a less significant one at that.
Second, lexical ambiguity can arise from words that you don’t see in contracts routinely. For example, the word offshore (see this 2009 post). Compiling comprehensive vocabularies could take a lot of work.
Third, compiling vocabularies in a vacuum risks yielding “word zoos”—word meanings divorced from context. (That’s the problem with having judges reach for the dictionary; see this 2011 post.) For example, if the definition of offshore doesn’t reflect how it’s used in a given contract, a court might well throw the vocabulary out the window.
Fourth, even if a vocabulary intentionally eliminates alternative meanings, you can nevertheless expect readers to bring other meanings to the contract. The best way to avoid fights is to eliminate alternative meanings, instead of saying that the special vocabulary meaning trumps other meanings.
Fifth, there’s a whole world of confusion that a vocabulary couldn’t hope to address. Confusion relating to the categories of contract language. Confusion relating to vagueness. And so on.
And sixth, as I’ve mentioned to Kyle Mitchell, my sense is that most people who work with contracts have a very limited appetite for technical obstacles.
But at a minimum, these are ideas worth discussing. And I might be wrong!