Some Thoughts on Analogizing Contract Drafting to Writing Software Code

I’m partial to comparing contract language to software code. And I’m not the only one. For example, on Twitter @dgulbran said, “Programming and contract drafting both appeal to me; they both require logical consistency and attention to detail. I may need mental help.” (Welcome to the club, Dave!)

But the analogy goes only so far. In my recent post on IBM’s Watson, I said, “So Deep QA isn’t going to help you write a contract any more than it could help you write software code.” As I wrote that sentence, I had a feeling that I didn’t know what I was talking about. No surprise there—my understanding of software is purely that of a consumer. I have no idea what goes on inside the black box.

So I wasn’t surprised to have @nanoLadi comment on Twitter that that “Unfortunately, software can write computer code … . It just ain’t pretty … yet.” (I’ve since revised the offending sentence.)

So allow me to revisit the analogy. I compare contract language to software code to suggest how limited and stylized contract language is. So far, so good.

But the analogy falls down when you analogize contract drafting to writing software code. Contract drafting is about what you say and how you say it, whereas software code, I believe, relates only to the “how you say it” part. So contract drafting is a broader task and is less amenable to takeover by our new computer overlords.

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.