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!
The first thing that came into my mind when I read Ansel’s manifesto was that it was like saying contracts should be written in Esperanto. That was also a language devised to be rational and clear, but of course since nobody speaks it naturally, it requires an initiated priesthood to explain what it means and teach it to the masses. We’ve been there before, and it didn’t turn out so well.
Thanks, Ken! I appreciate the thoughtful feedback on what I readily admit may be a crazy idea.
The project is inspired by Simplified Technical English (STE), which is used in technical documentation in aerospace. It has the same rules & vocabulary framework, and includes a list of approved plain-English words. STE’s goal was to prevent maintenance errors that make airplanes crash. Having survived a tour of duty as a litigator, that’s not too distant an analogy for me.
One important aspect that’s not clear from what I wrote so far is that it’s OK to go outside the approved word list. In STE, for example, you may use other words when you have a good reason to use them — but the system forces you to actually think about it, and to go back to the approved words when you don’t.
You can ignore the JSON and other technical stuff. That’s all under the hood, and would be invisible in a final published specification for humans.
I *think* having modular vocabularies for subject matter areas addresses the “word zoos” problem, at last partly. If Simplified Legal English caught on, experts would work on modular vocabularies for their areas. The oil and gas people would define “offshore”, and there wouldn’t be another Jones v. Francis Drilling Fluids. At least, that’s the idea.
Vance’s comment about Esperanto is good. I see two important differences, though. One: contracts are valuable, and lawyers (and their clients) have good *incentives* to reduce ambiguity. Two: SLE and STE are plain English, not new languages. It will take some work to write in SLE or STE, but you need no training to read and understand them.
This sounds akin to the ABA Business Law Section’s efforts to adopt standard terminology in legal opinion practice via the Accord. I think the Accord has been effectively abandoned, I suspect for reasons similar to what Ken outlines above.
I share the doubts that posters are expressing, but I doubt my doubts, since years ago I wrongly thought effective spell checking would be impossible. Thus chastened, I’m dubious but open.
Veering a little off topic, it would be nice to have a right-click tool that showed synonyms, if any, for the selected word, to help avoid using a longer or stuffier word when a shorter or plainer would do.
AWB:
Microsoft Word has that tool.
Chris
So it does! Thanks! –Wright
This seems like a solution in need of a problem. To the extent that lexical ambiguity is an issue for drafters of contracts, it is far easier to simply proofread the contract with an eye for potential ambiguities than to adopt a specialized technical vocabulary, with all of the infrastructure and retraining that would be necessary (and ending with a product that is less usable because it can only be interpreted by trained professionals).
Moreover, the work involved in creating specialized modular vocabularies would be immense, and require ongoing constant updates to keep it relevant.
My main doubt is that it may be the wrong solution, not that there are problems.
For a word that is included in an SLE vocabulary, the “approved meaning” is apparently the designated definition that is provided in WordNet. Is that intended to be a binding and comprehensive definition of the word? If so, that’s very problematic, because that’s not what dictionary definitions are intended to be, and it’s something that they’re not very good at.
For example, the division of definitions into different numbered senses is arbitrary to some extent, with some dictionaries combining a range of uses into a single sense and others cutting the salami more thinly. The arbitrariness of word-sense divisions is also shown by the fact that even beyond this, there are differences in how different dictionaries divide up the relevant semantic space.
In addition, dictionary definitions don’t even pretend to provide a complete account of the defined word’s semantics.
So it seems to me that at a minimum, it would make sense to be cautious about relying heavily on dictionary definitions and about relying on only one dictionary (though there are obvious technical reasons for the latter). And assuming you’re going to rely on definitions from a single dictionary, why WordNet rather than, say, the New Oxford American Dictionary?
Finally, I think it would make sense for a project of this kind to obtain input from people with expertise in lexicography, linguistics, and natural language processing.
I also wonder whether these definitions, like the New Oxford American Dictionary, adopt US usage?
@nealgoldfarb:disqus: Thank you. It’s early days and I’m learning as I go, so this kind of feedback is very helpful.
I do intend to get help from experts if I move forward with this project.
An SLE vocabulary points to one specific definition in WordNet, mostly to differentiate it from the other senses. I will have to look at whether its definitions are good enough. I just don’t know yet.
If WordNet isn’t adequate, I’m happy to switch it out for something else. I like that WordNet is free and open source, which allows me to build it into software, and seems to have an active community around it.
This is a really interesting idea, but I’m curious about adoption:
(1) It’s not clear to me that ambiguity is necessarily a bad thing. Some deals can’t be done without some amount of ambiguity. Likewise, certain commercial practices rely on ambiguity (e.g., anything with reference to standard practices, which might be impossible to describe in an efficient way).
(2) It’s not clear to me that even words with unambiguous meanings would remain unambiguous when combined together (e.g., the word salad problem).
(3) Is current case law accepted? If it is not, how would it be dealt with.
(4) It seems like the UCC is an alternative way to approach this – standard terms where contrary ones not included. Maybe that would be an easier approach?
Just some thoughts.
R
You might like to know about a related project at Stanford University. The Computable Contracts project works on developing a universal Contract Definition Language that will allow terms and conditions to be represented in machine-understandable way (http://compk.stanford.edu/).