docstoc? No Thanks!

A new document-sharing site, docstoc, has just opened to the public. Its slogan is “Find and share professional documents.”

Here’s one of the FAQs:

What is docstoc?

docstoc is a user generated community for sharing professional documents. Find a vast quantity of high quality legal, business, technology, educational, and creative documents for free. docstoc allows users to upload their documents for all the world to share. In addition, users can store their documents in their own personal online folders for anytime, anywhere access.

One subcategory of legal documents on offer is contracts. At the moment, the pickings are slim—54 pages of contracts, 15 to a page. (The first three pages are currently clogged with U.S. statutes, but I assume they’ll be cleared out.) One can rate (on a scale of one to ten) and comment on any uploaded document, but in a few minutes of listless browsing I found ony one contract that had been rated and I was unable to find any document that had been commented on.

I find the whole concept problematic, at least for purposes of contracts.

For one thing, the rating feature seems beside the point, given the countless factors that would determine whether a given contract model is suitable for a given transaction. And the comment feature is far too coarse to be of any real use—the best you could hope for is comments such as “This is a pro-seller form.” I suspect that the lack of rating and comments thus far is likely to persist—as is evident in my article on using wikis for contract drafting, I’m skeptical of any contract-drafting initiative that relies on contributions by Tom, Dick, and Harry.

Similarly, there’s a limit to the number of contracts that Tom, Dick, and Harry could be expected to contribute. And what they do contribute would doubtless exhibit wild variety and include a lot of junk.

Consider, by contrast, the SEC’s EDGAR database. It contains every “material contract” submitted since 1991 (if I recall correctly) by every public company. That represents a vast resource, and a number of services (some of them free) facilitate tapping into it. (See this post and this post.)

Of course, the contracts on EDGAR are representative of mainstream contract drafting, so I couldn’t imagine using without extensive revisions anything that I find on EDGAR. But everything on EDGAR has been filed by a public company subject to the securities laws, and as a result EDGAR is more consistent, in terms of the subject-matter and quality of what is filed, than an unregulated public database would likely be.

I’m looking at docstoc from the perspective of a business lawyer, but I can’t imagine one’s calculus changing if one were a trust-and-estates or family-law practitioner. The situation would have to be grim indeed for you to be rooting around for a will on docstoc.

In this interview docstoc’s CEO suggests that docstoc is “for all professionals.” But I can’t imagine any lawyer ever using docstoc as a source for contract models, even after it contains ten or 100 times the number of contracts it currently offers.

[The day after publishing this post I revised it extensively to cut back on the snark.]

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.