Introducing a contract editor for lawyers

"There is a crucial similarity between lawyers and programmers: the way they use words. Computer science and law are both linguistic professions. Programmers and lawyers use language to create, manipulate, and interpret complex abstractions. A programmer who uses the right words in the right way makes a computer do something. A lawyer who uses the right words in the right way changes people’s rights and obligations. There is a nearly exact analogy between the text of a program and the text of a law." - Grimmelmann (2022)

The idea

A code editor for lawyers drafting contracts. This editor will have the lawyer draft contracts in the same manner a software developer would code. The code will contain the drafting of a contract along with all the code necessary to format the contract. The human-readable contract will appear adjacent to your code and will live-update with every amendment to your drafting.

Purposes

The legal industry relies on Microsoft Word to draft contracts – this is unlikely to change in the short term.

However, Microsoft Word fails in 2 primary respects:

1. It is proprietary.
2. It is not purpose-built for contract drafting.

This project seeks to address both these failings.

To make drafting programmatic and transparent

Microsoft Word does not show you why your images, if moved a millimetre to the left, will send your layout into oblivion. We rely on legal secretaries and word processors with years of experience to fiddle with formatting, numbering and fields.

I do not discount its capabilities. Microsoft Word is feature-rich and extensible, allowing firms to tailor their experience of the application. However, I believe there is a tradeoff between capabilities and usability.

This project does not seek to replace the industry standard. I only want to demonstrate to lawyers how other STEM professionals may approach the challenge that is legal drafting.

Programmatic legal drafting has been adopted in a variety of other legal fields:

• Rules as Code are developed by legislatures to turn laws into machine readable code. Below are some examples captured from Grimmelmann (2022):
  • French Tax Code: M++ is a new programming language for French tax law, showing how formalizing legal rules improves reliability and auditability.
  • Property Law (Future Interests): Orlando models property conveyances programmatically, making complex property rights easier to understand and teach.
• Smart Legal Contracts have been written in programmatic languages such as Solidity to write legal contracts that are self-executable (i.e. upon a trigger, do something on some computer network). There are open-source projects out there developing tools to assist in drafting smart legal contracts (e.g. Accord Project). However, I do not foresee many lawyers venturing into this realm of drafting anytime soon. The Data and Logic of a smart legal contract is not strictly necessary for a streamlined contract drafting experience.
• For contracts, researchers have primarily focused on how to best model a contract, rather than simply improving the quality of life of a lawyer. Below are some research directions identified in Grimmelmann (2022):
  • Legal Domain-Specific Languages (DSLs): Many legal areas could benefit from dedicated DSLs to capture unique legal structures, such as tax law, contracts, and property law.
  • Hybrid Contracts: Combining human-readable legal language with machine-readable code could improve contract reliability and reduce inconsistencies.
  • Orthogonal Legal Primitives: Identify basic legal concepts (like property interests or obligations) as fundamental components in legal programming, creating a "legal calculus."
  • Legal Drafting Languages: Use PL concepts like cross-referencing, variables, and scope to improve clarity and consistency in legal drafting.
  • Legal Design Patterns: Develop templates for recurring legal structures, much like design patterns in software engineering.
  • Design Principles: Apply broad PL principles, like modularity and type safety, to create reliable, maintainable legal documents.
  • IDE for Lawyers: Lawyers could benefit from IDEs with syntax highlighting, auto-completion, and error detection, similar to those used in software development.

To improve the drafting experience

Contracts are a unique creature. Their composition and content are integral to construction. Defined terms, cross-references and clause numbering were designed by lawyers to bring certainty to the terms of a contract. Paradoxically, they bring pain to the lawyers using them.

There are proprietary options for purpose-built contract drafting software (e.g. AllDrafts.com). However, again, nothing exists that shows the actual source code of what you're drafting.

I propose to develop the following to improve a lawyer's drafting experience:

A markup syntax

This will allow control over formatting, styling, defining terms, cross referencing, attaching schedules, and all other elements of contractual drafting which currently frustrate lawyers.

It will adpot a 'declarative' approach to drafting over Microsoft Word's WYSIWYG (what you see is what you get).

It will also come with standard formatting pre-sets which is common across most Australian contracts but configurable if desired.

Modular composition

If you have ever developed a software application, or written a thesis in LaTex, you will appreciate the benefits of modular components.

Instead of drafting in one Microsoft Word document with many windows of the same contract open on your monitors, the contract will be drafted in a folder containing elements of the contract in separate files.

This will assist in compiling schedules, images and other content which may be annoying to work with in one massive Microsoft Word document.

A web-based editing UI

This will incorporate certain Quality of Life (QOL) tools which you would commonly find in a software developer's toolbox, such as intellisense and advanced find and replace through regex.

I have not put too much thought into this as it will likely be the last step to fully develop, but see What Would an Integrated Development Environment for Law look like? by Micharl Jeffery for inspiration.