LawInsider.com: A New Database of EDGAR Contracts

A site called LawInsider.com has launched what it describes as a searchable database consisting of every contract on the SEC’s EDGAR system—over 250,000 contracts. And it’s free. You can search for contracts by categories, including contract type, law firm, state jurisdiction, and company name.

The guy behind LawInsider.com is one Preston Clark, “an attorney turned businessman based in the San Francisco Bay Area.” You can find out more about him here.

Readers of this blog will know that I’m a fan of EDGAR. I use it primarily to explore how particular words and phrases are used, but many use it as a source of raw material for contracts. Because finding contracts directly on EDGAR is difficult, various services aim to make it easier to do so.

Because of a teaching perk, I use Lexis, but a free alternative would obviously be attractive. One candidate is OneCLE, but given its bare-bones site, I have little confidence in it. Late last year wireLawyer was launched with some fanfare; you can access its documents here, and I wrote about wireLawyer here. It, too, doesn’t make clear exactly what you’re getting, and I’m deeply skeptical of its “peer-review features.”

So LawInsider.com might be worthwhile. It’s to be applauded for providing visitors with basic information regarding what’s available.

One question I have is whether they’ll be updating it as new contracts are filed on EDGAR. If the database gets more stale with each passing day, that would make it of less interest.

I’m also uncertain about its search function. It apparently does text searches, too; if you put quotation marks around your search term, it will retrieve documents containing that exact phrase. I searched for “represents, warrants, covenants, and agrees” (yuk) and got seven documents. But when I ran the same search on Lexis, I retrieved 277 contracts filed in just the past year, with those contracts using the phrase in both the singular and plural. I’d appreciate it if Preston were to explain the limitations of this aspect of LawInsider.com’s search function.

And there’s a broader issue beyond LawInsider.com’s functionality. The subheading of its press release is “Free database aims to disrupt the contract and business document industry,” but there’s nothing disruptive about LawInsider.com. It simply provides easier access to the great flea market and scrapheap that is EDGAR. What I said in my post on wireLawyer still applies:

A search function that gives you easier access to EDGAR just gives you more to wade through. That presents the user with a major quality-control problem. Most of what’s out there exhibits the dysfunction of traditional contract language. And you might well have no way of knowing who drafted a given contract, how competent they were, and what concessions are reflected in the document, and why. If you’re a sophisticated user, you’ll end up spending time searching through many alternative contracts and haphazardly selecting one or more. Then you’ll spend some time, or a lot of time, cutting and pasting, and revising, but likely you still won’t end up with a thing of beauty. If you’re not a sophisticated user and pick from among the contracts you find on wireLawyer, the odds are that you’ll end up with a contract that, to a greater or lesser degree, doesn’t suit your needs.

So while users who don’t otherwise have access to EDGAR might find wireLawyer useful, it does nothing to address the problems that afflict traditional contract drafting.

Updated 11:00 a.m. EDT, May 16, 2013. Here’s Preston’s reply on Twitter to a couple of the points I made:

 

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.