Legal Markup Language

Today at work, I had to sign some legal papers. They were pretty standard “I have read the attached policy and agree to be bound by it” stuff that all of us Full-Time Employment Units have to sign once a year.

But I’m the sort of person who believes that if I sign an agreement, I ought to at least know what it says. But I have better things to do than to read legalese all day.

The same problem applies to a lot of commercial applications: every time you upgrade, you have to agree to a EULA for the new version. For a variety of reasons, most people just click through and get on with their lives. But it would be nice to be able to know that the vendor hasn’t just asked you to sign over your firstborn.

One possible solution would be a markup and revision system for legal documents. For starters, if your job requires you to sign an Acceptable Behavior Policy once a year, you could read it carefully once when you sign on, and save a copy. Then, the next year, you can compare the version you’re given with the one you signed a year ago. If there are no changes, you can just sign it without reading, on the grounds that if you didn’t have a problem with it last year, you don’t have a problem with it now.

Of course, a lot of documents include other documents by reference. These need to be archived as well.

It would also be nice to add comments: for instance, if the policy requires you to keep your cell phone number on file with your manager so that you can be contacted outsiide of business hours, you could add “Has my cell phone changed since last year?” in the comment area.

Since big chunks of legal documents are just boilerplate text, and since many legal documents (such as software EULAs, credit card applications, car rental agreements, etc.) apply to many people, it would be nice to look them up on the net. That is, the tool on your desktop could take the MD5 hash of a clause, send that off to the legal opinion servers of your choice, and see what they have to say. For instance, the EFF could have a repository that says that certain clauses aren’t as scary as they sound; the FSF could point out which clauses will forfeit your Free Software-loving soul.

This could be a commercial service: you could pay a legal firm for online legal advice. Yes, a lawyer would have to read and research the various documents, and that’s expensive; but if they can spread the cost around several hundred or thousand clients, it could become affordable.

You should be able to specify certain details about your situation. For example, a clause that affects US Government employees might be either important or irrelevant, depending on whether you’re a fed or not. You should be able to check or uncheck “I work for the US government” in the preferences menu, so that the software will look up the appropriate response. Ditto if you don’t work at a nuclear reactor, don’t deal in foreign trade, and so forth.

One interesting aspect of this is the coding theory aspect of it: there’s a level of distrust that has to be dealt with. If you sign the yearly policy without reading it because it hasn’t changed since last year, then you probably don’t want to leave your copy of last year’s document with your employer, in case they try to change it. And if you leave a copy on your employer’s computer, they might not be above rooting around in your files to change your backup to make it match this year’s version. So you’ll want to be able to cryptographically sign each document. And of course any sensitive information that goes out on the net needs to be encrypted.

Then there’s the question of giving away information by the sorts of questions you ask. For instance, you may not want the people running Joe Random Legal Server to know that you work for the military or at a nuclear power plant, but there are common clauses that affect people who do. So while the program on your desktop needs to know this in order to give you good advice, that’s not necessarily something you need to send out on the net. So when it sends out a query about a particular clause, the protocol should allow to specify as much or as little detail as you want: if you say that you don’t deal in trade with foreign nationals, the remote server can save itself the trouble of looking up what a given clause means for those who do; but if you don’t say whether you’re in the military, it’ll send both responses back and let your desktop software decide which version to show you.

Of course, you probably don’t mind letting your attorneys know whether you’re in the military, so the software should be smart enough to send this information only to some servers and not others.

I imagine that some of this already exists: contracts are already negotiated between parties that don’t trust each other. Presumably the law firms on each side already have software that’ll tell them that section 3, paragraph 10 hasn’t changed since the last round of negotiations, so they don’t need to check it again.

And of course laws go through many iterations from original inception to bill to committee to floor vote, and are often amended by people of other parties, who’d love to make life miserable for you. The staffs of legislators must have some system for keeping track of it all. Hopefully some of it is automated.

For software, there are already software-installation tools that include presenting a EULA to the user as a standard step. It shouldn’t be too hard to put in a hook that calls the user’s preferred legal document management system.

The
Subversion version control system has a “blame” subcommand that shows you when certain lines in a file were last changed, and by whom. Legalese is so structured and formal that it seems that a similar approach should be able to help there as well.

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3 Responses to Legal Markup Language

  1. Björn says:

    The git version control system has all the required features (even signing) that would allow an experienced user to duck tape such a system together.

    I see that now (4 years later) the features you call for are at least to some extent supported in the free software domain. Unfortunately, I guess, EULAs are copyrighted by the companies that issue them, and they should have little interest in supporting a central repository of EULAs. Especially, if this central repository features a detailed analysis that might inform customers about loopholes in these contracts. But I like the idea.

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    • arensb says:

      For the same reason, I’m pretty sure companies have little or no incentive to make it easy to find their contracts online, let alone find out when or how they’ve changed.

      Like

  2. Troublesome Frog says:

    I’d just like to see an “ISO Standard NDA” and a few other simple legal documents that companies never agree on. As far as I can tell, companies enter bidirectional NDAs all the time, but no company in history has ever agreed to sign another company’s NDA without making modifications first. I was constantly in the middle of this nonsense even though I was an engineer.

    Me: I’d like the datasheet to this chip.
    Them: Here’s our NDA.
    Me: I”ll send it to legal for approval.
    Legal: No way we’re signing this. Give them ours.
    Them: Absolutely not. That NDA is crazy. Ask your legal team if it’s OK if we make this modification.
    [repeat many, many times]

    It seems like an NDA has a basic premise we all agree to: Let’s keep each other’s secrets private. If there was some standard NDA that, say, IEEE blessed, you could say, “Our NDA is IEEE standard NDA 1.6 plus this one other piece of language” and get the whole thing finished in a jiffy.

    Of course, I’ve also noticed that it seems like coming to reasonable agreements isn’t in your lawyer’s job description. Crushing your enemies, seeing them driven before them and hearing the lamentations of their women is.

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