Yesterday I saw this tweet by the estimable @ronfriedmann:
— ronfriedmann (@ronfriedmann) September 15, 2017
Every so often Ron says something glass-half-full about software for contracting; ever predictable, I respond glass-half-empty. Or I throw the glass over my shoulder. This is one of those occasions.
The link in Ron’s tweet takes you to @bobambrogi‘s article about LegalSifter, a software that reviews contracts prepared by the other side to a transaction and in a minute or two offers advice on negotiation points. Currently it works only with confidentiality agreements, but apparently in the next few days it will work with any kind of contract.
Skimming Bob’s article, I found what I had expected to find:
LegalSifter has trained the software using both its own library of contracts and others that are publicly available through sites such as the SEC’s EDGAR database.
So like a lot of other software for the contracts market, LegalSifter is a house built on sand. If you train software by having it crawl through the vast garage sale that is EDGAR, you’re doing garbage in, garbage out. No thanks. If the contract-tool ecosystem is blossoming, it’s an algal-bloom sort of blossoming, at least when it comes to contract language.
Look, I get it. Figuring out what to say in a contract and how to say it clearly is usually complicated and time-consuming. So is reviewing the other guy’s draft. And my work—for example, my most recent article, here—doesn’t make wrangling contract language any easier, it just explains the nature of the complexity.
But the fix isn’t surrendering to garbage in, garbage out. Instead, for purposes of contract drafting, you build content following comprehensive guidelines for the building blocks of contract language, with the help of subject-matter experts who do more than rely on conventional wisdom. You then make that content accessible and customizable using technology; I use Contract Express. Once you have an optimal contract, using technology to compare that contract to whatever the other side sends you becomes more meaningful.
What are the prospects for such a rational system? Most companies won’t have the resources or expertise to build this sort of content. It makes sense to have a publisher or trade group build a library of customizable templates. I continue to explore the possibilities.