Using Technology to Assess a Law-School Contract-Drafting Assignment

I noticed this post last week on ContractsProf Blog. It’s about an online contract-drafting exercise developed by Zev Eigen of Northwestern Law School.

It appears that the software pairs students who then negotiate and draft contracts for an employment relationship, based on a term sheet they’re provided. ContractsProf Blog offers little detail, and Professor Eigen prefers it that way.

Here’s the bit that caught my eye:

After student pairs upload their contracts, the software will analyze their work product.

I’m all for putting teaching materials online. And anything that could make teaching contract drafting less labor-intensive without sacrificing qualify would be welcome. But what can one expect from Professor Eigen’s system when it comes to assessing what students submit?

It’s clear that technology is up to the task of telling you what’s in a given contract. I could imagine Professor Eigen’s system comparing submitted contracts against a model and flagging differences.

But I’m less sure whether Professor Eigen’s system is able to assess how students employ contract usages to express whatever they seek to express in the contracts they submit. To do that properly, the software would have compare usages employed in student submissions against a set of standards. I’ve daydreamed about developing such software myself, but quickly dropped the idea (at least for now) as involving too much work for uncertain reward. I wouldn’t expect Professor Eigen’s system to offer that sort of analysis in addition to assessing what deal points are addressed.

Of course, this isn’t simply a matter of style versus substance, as how you say something can unexpectedly affect what you say. So I wonder whether, for example, Professor Eigen’s system can distinguish between expressing a deal point as a condition and expressing it as an obligation. Or can spot syntactic ambiguity. I could go on.

Because how you say whatever you want to say in a contract is so important, I’ve made that the foundation of my course at Notre Dame Law School. (It starts today.)

That said, the idea of an automated contract-drafting exercise is an interesting one.

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.