[HN Gopher] Show HN: Magistrate - Plaintext legal contracts for ...
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Show HN: Magistrate - Plaintext legal contracts for developers
I made this because I think that if contracts were written in plain
text files and managed more like software, from version control to
IDEs, lawyers would work more quickly and intelligently for their
clients, saving them money. But the entire practice of
transactional law is stuck on Microsoft Word. My clients are mostly
technology companies with an appetite for innovation. With their
encouragement, I am moving my own legal practice away from formats
like Microsoft Word and into plain text. Electronic signatures of
plain text contracts is the starting point for that effort. The MVP
is this developer API. If the reception to this product is
positive, I'll continue to release the products that I build. In
time, my hope is that plain text will supplant Microsoft Word in
the drafting, negotiation and execution of contracts.
Author : hkhanna
Score : 195 points
Date : 2022-01-31 15:55 UTC (7 hours ago)
(HTM) web link (magistrate.khanna.law)
(TXT) w3m dump (magistrate.khanna.law)
| otoburb wrote:
| This is great! I too have wondered why contracts can't be in
| plain text since the versioning and back-and-forth between legal
| and business teams could be handled so much more easily than Word
| revisions (or worse, PDF comments).
|
| You might also want to connect with 'kemitchell[1], also a former
| software developer who became an attorney. He recently launched a
| similar initiative to generate license terms for selling
| software[2]; essentially another initiative towards easier
| contract automation & management.
|
| [1] https://news.ycombinator.com/user?id=kemitchell
|
| [2] https://writing.kemitchell.com/2022/01/22/Fast-
| Path-1.0.0.ht...
| andi999 wrote:
| So where is the proof that all parties signed located? On your
| servers? So do I rely on your company still offering the service
| if there is a contract dispute 5 years down the line, or how do
| you proof in court that the contract was signed?
|
| Second question: would you sign ndas since a lot of contracts are
| confidential?
| hkhanna wrote:
| The proof is in a couple of places, although I will point out
| that all conventional electronic signature services suffer from
| similar issues.
|
| First, yes, it's on our servers. But crucially, all parties
| also receive a copy of the fully executed contract via email
| once it's signed. So even if Magistrate were to someday
| disappear, the timestamped email in your inbox serves as
| evidence of the contract -- assuming your email provider
| doesn't go out of business as well.
|
| There may be other ways of dealing with the "are you in
| business in 5 years" problem that we plan to explore as well.
| otoburb wrote:
| The same set of questions can be applied to DocuSign or other
| centralized e-signature services. The answer to most of those
| questions would likely be "yes", but more importantly that
| doesn't seem to stop the viability of this type of service.
|
| If plaintext contract acceptance grows then one hopes that the
| middleman could be cut out and we could eventually see adoption
| of standard developer versioning tools adopted by in-house
| legal/IT teams to wrangle the plaintext contracts.
|
| Other than plaintext contract tooling (which I know is a heavy
| lift), this workflow would then be no different than the
| current practice of emailing marked-up Word documents to each
| other directly until the clean copy is ready for execution.
| NoboruWataya wrote:
| > how do you proof in court that the contract was signed?
|
| Probably much the same way you "prove" anything: you present
| your evidence to the court (such as a signed PDF copy, or
| evidence that the parties acted as if the agreement were
| signed, etc) and you swear to it under oath. Of course, the
| other party could do the same to allege that the contract was
| never signed. But lying to the court can have pretty severe
| consequences if you are caught, so in a civil case there are
| generally strong incentives not to do it.
| [deleted]
| awinter-py wrote:
| standard text format for legal pleadings feels like it has more
| of a value prop
|
| - for litigants, standardizes the production of documents
|
| - for legal researchers, makes it easier to discover / extract
| what they need (vs current PDF workflow)
|
| - for hosting tools like PACER, makes it easier to index
| references and preview docs. for courts who have to accept
| e-file, lets them do more auto linting / checking on filings
|
| - for people in the judge's office, makes it possible to build
| summarization tools that simplify reading memos etc
| webmobdev wrote:
| This is a neat idea. So is there a repository where the contract
| is stored, and does every one have read access to it? Does a
| version control track changes? I do feel you'd have more success
| with a web app or desktop app.
| hkhanna wrote:
| Great ideas. This is pretty bare bones at this point. Only one
| person can create the contract and send it for signature.
| Planned development includes negotiation of contracts using
| version control.
| thruflo wrote:
| This is really really good. If you can build a collaboration
| ecosystem around this a kind of GitHub meets Seedlegals then you
| can create a huge amount of value and disrupt an industry.
|
| Where do I invest?
| hkhanna wrote:
| If you're serious, reach out to me at the email in my profile.
| mushufasa wrote:
| I have found it impractical to get lawyers to use anything other
| than Microsoft Word even when there are clear benefits (like
| online collaboration and shared version history). The reason they
| give is that they don't want a shared history (need to be able to
| clean document history for sending to external stakeholders) and
| that they know the other side will be using Microsoft Word
| anyways. So it's an equilibrium because they know the other side
| will use Microsoft word so then they have to use Microsoft Word.
|
| I have forced our lawyers to use better technologies but then we
| end up with Microsoft word documents from opposing counsel. So
| back to Word it is.
|
| There's a gravitational pull that is not worth us spending any %
| of a $1000/hr bill on; this is a scenario where doing anything
| different where they have to be trained is costlier than keeping
| the status quo, where that is a MSFT Word license the fraction of
| the cost of a billable hour.
| lemax wrote:
| The domination of Word over contract negotiations seems crazy
| from my engineer's point of view. Just to get a contract
| through with a few changes, we go through Word diffs, manual
| review, and these crazy confusing to parse tracked changes. And
| then when everything is said and done, the lawyers produce a
| "final PDF" and we have to run another comparison in Acrobat.
|
| It's always seemed to me that git is the answer, but yeah,
| you'd need to prevail over the serious network effects of Word,
| deal with formatting (provision numbering, definitions, etc),
| and provide ways for lawyers to ignore the history or start
| from a clean "accept everything" slate at any phase of the
| negotiation. Not to mention all the back and forth happening
| over email in between drafts that can sometimes be valuable or
| even legally useful later on.
| NoboruWataya wrote:
| I think it's a matter of perspective. I don't think lawyers
| would typically view Word or ChangePro as being difficult to
| use - certainly, trying to get them to learn git would be a
| significantly greater effort. Outside of tech circles, I
| think that is true of clients as well.
|
| The main problem I run into is people using conflicting diff
| software (eg, you generate a blackline of two Word documents
| using ChangePro, but you forget to PDF it before it goes to
| the other side, so they put through some changes on the
| blackline document in Word tracked changes). These things can
| be avoided through sane configuration options. Maybe git is
| an objectively better solution but even if it is there is a
| huge local maximum problem.
| LiquidSky wrote:
| >The domination of Word over contract negotiations seems
| crazy from my engineer's point of view.
|
| Lawyer here: because your engineer's POV is wrong. I don't
| know what else to say. It comes from a lack of knowledge of
| how lawyers actually work and therefore what we actually need
| for our work. It is not identical to what software engineers
| need or want for theirs.
|
| The drafting process is the area in transactional practice
| that least needs "disruption". The process is long-settled
| and fairly universal. Track changes are not "crazy confusing
| to parse", they're a simple and easy way to know who edited
| what and when. Version control? Basically meaningless for
| lawyers. The only version of the contract that matters is the
| most recent one, so we just need a way to track that. In
| actual practice we don't just revert back to some older
| version; that doesn't even make sense to someone who
| understands what we're doing.
|
| What really needs disruption, or at least improvement, are
| contract management platforms. I've worked with all the major
| ones and they're all pretty bad and clunky in their own way
| (IME Ironclad is the least-worst but still leaves much to be
| desired).
|
| If someone could develop a simple, intuitive system for
| extracting and recording certain agreement content and making
| that searchable (and transferable!), as well as storing and
| searching agreement documents generally, it would be amazing.
| dctoedt wrote:
| > _The only version of the contract that matters is the
| most recent one, so we just need a way to track that._
|
| Another lawyer here: This is correct. (To uniquely identify
| the most recent version, it's extremely helpful to _hard-
| code_ the date and time into the file name and in a running
| header. EXAMPLE: "ABC-XYZ-NDA-
| markup-2022-01-31-1510-CST.docx" (or use UTC if dealing
| with other countries' time zones).
| Aeolun wrote:
| The moment you start doing this, git becomes the better
| solution, no?
|
| If multiple parties are mailing word documents back and
| forth (even with date in title), it becomes crazy.
| dctoedt wrote:
| > _The moment you start doing this, git becomes the
| better solution, no?_
|
| You think J. Random Lawyer is going to learn, and use,
| git? ROFLMAO -- half the lawyers around don't even know
| how to use styles in Word, and they think the way to add
| spacing between paragraphs is to leave a blank line.
| LiquidSky wrote:
| Nah, we do the same thing the parent does with file
| names. Works just fine.
| jcelerier wrote:
| > The only version of the contract that matters is the most
| recent one, so we just need a way to track that. In actual
| practice we don't just revert back to some older version;
| that doesn't even make sense to someone who understands
| what we're doing.
|
| so every lawyer on earth is able to use word 100% of the
| time without ever losing data, removing a sentence or
| closing a comment by mistake ?
| LiquidSky wrote:
| A glib response to a glib question: frankly, yes.
|
| This is not an actual problem in real-world practice.
| Change tracking is easy and fairly universally
| understood. I see this idea from engineers that what
| lawyers do is try to slide in secret edits and a lawyer's
| job is to be ever-vigilant for these secret attacks, but
| this is not how lawyers actually work.
|
| Only non-lawyers imagine this is some huge issue that
| lawyers grapple with and for which they cry out for a
| solution. Again, it really would behoove any would-be
| saviors of the legal profession to engage with actual
| practitioners and listen to what their actual problems
| are, not what you strongly feel they must be.
| jcelerier wrote:
| > A glib response to a glib question: frankly, yes.
|
| that's wild. My experience editing word documents is that
| you have to have a dozen backups to be sure not to loose
| something due to basic keyboard / mouse manipulation
| mistake. I wonder what is their secret.
| LiquidSky wrote:
| Try updating your version of Word, it sounds like you're
| having some rather severe technical issues.
| jcelerier wrote:
| It's not a problem with word, it's a problem with
| anything that allows keyboard input. There's not a week
| where I don't see a mistakenly removed line for instance
| when checking a diff before commiting.
| Aeolun wrote:
| > Again, it really would behoove any would-be saviors of
| the legal profession to engage with actual practitioners
| and listen to what their actual problems are
|
| That may be a good idea, but not because they'll tell you
| what their problems are. Asking people what their problem
| is leads to responses like 'faster horses' instead of
| 'cars', and this whole Word situation reeks strongly of
| that.
| LiquidSky wrote:
| That's funny, to me it reeks strongly of solutions in
| search of a problem.
| afarrell wrote:
| I'm going to name the phenomenon you're arguing against
| "UX projection".
|
| As a software engineer, when I imagine myself doing a
| lawyer's job, I would want a tool like this. But that
| misses the point. Good UX requires first being attentive
| to the actual problems expressed by users. Otherwise we
| end up with the pretense of empathy: projection.
| NoboruWataya wrote:
| > Version control? Basically meaningless for lawyers. The
| only version of the contract that matters is the most
| recent one, so we just need a way to track that.
|
| I think you are talking about versioning executed
| contracts, in which case I kind of agree with you, though
| there are some corner cases where it would be helpful to
| track all the amendments/restatements to a contract over
| time.
|
| But I do think versioning of _drafts_ is important in all
| but the most basic negotiations because parties expect
| redlines with each draft and different parties may expect
| different redlines (because not all parties are necessarily
| recipients of all drafts, eg, if there are some discrete
| points being negotiated amongst a sub-set of the parties).
|
| But as I have said in another comment, that kind of version
| control is already available to lawyers. And in general, I
| agree with you - the actual pain points for lawyers (and
| their clients) are not the ones that software developers
| tend to focus on when they talk about disrupting the legal
| sector. There are a lot of solutions in search of problems.
| Spooky23 wrote:
| All you need is the political clout to get a court system or
| some big agency with quasi-judicial functions or a big city
| to adopt.
|
| It's definitely possible. Adobe is a great example of a
| success story in the space.
|
| Problem is that for plaintext, you need a benevolent
| billionaire to fund the lobbying.
| hkhanna wrote:
| I have felt this exact pain. I think I know the path to
| overcoming Microsoft Word in the legal world.
|
| It will be a long road, but it will happen sooner or later. I
| think we can make it happen sooner.
| charlieyu1 wrote:
| I think conversion between docx and plaintext is a possible
| solution, contracts aren't known for fancy formatting
| sjy wrote:
| Outline numbering, cross-references and tables are all common
| features of contracts which are difficult to capture in plain
| text.
| iav wrote:
| Also legal entity diagrams, picture appendices, and often
| math formulas with Unicode
| eganist wrote:
| I appreciate the concept here, but I have to ask: do you have a
| security page for this that documents the controls in place?
|
| I get that that's probably not a priority for a startup, but the
| risk in someone relying on this for contract-work getting burned
| by someone exploiting your platform is pretty great (i.e
| potentially unbounded downside), especially if the
| detection/response processes don't catch or can't properly
| identify the adversary.
|
| I'm trying to account for the scenario where an adversary
| exploits a flaw that allows them to sign a contract on behalf of
| a client of the service at a time when audit trails aren't
| thorough enough for the client to repudiate a false signature.
| Nouser76 wrote:
| This is interesting! I'm going to throw a few questions your way,
| please feel free to answer as many or few as you'd like. A lot of
| these are stream of thought things too, so apologies.
|
| Do you see this product serving the lawyer-lawyer use case,
| lawyer-individual use case, or to an individual-individual
| market?[0] As an individual, I feel like there may be a lot of
| friction in drafting and sending a contract for another
| individual to sign. The chain of custody/assurance of no editing
| is one aspect that would drive me to do this process through a
| lawyer (or any other document signing company, but I don't have
| any experience with them).
|
| Can I request/propose changes to a document sent to me? Or is
| this more for final drafts to be sent for final signing? Being
| plain text, I imagine diffing could be very straightforward.
|
| It seems to me there's an assumption that email access is enough
| to validate you are the person this is intended for. I wouldn't
| be surprised if other online offerings like this had similar
| assumptions, but I'm not sure if I agree with the premise. I
| would imagine an entity sending a contract could include a PGP
| key, and you signing it could also sign the message, but a lot of
| this seems like a post-signing check, not a pre-req to sign.
|
| I like that there is a style manual that formats the draft. I
| know it exists as a guideline for non-digital uses too, but
| conforming to a standard in the digital representation should
| make sharing and templating more standardized. Not a question,
| just something that excites me as not-legal-expert person.
|
| Do you think making a plugin for Microsoft Word that calls your
| website would be a middle-ground for moving people into your
| service?
|
| I like how you mention IDEs as well. I truly do not know the
| current flow for making a contract, and assume it is that there
| are templates that you change to match the specific situation.
| Completing templates in a guided manner seems like it could be a
| big deal, especially if there are sub-templates for each
| variation that a section would have.
|
| Overall, I'm excited. I think the legal system has a lot of pain
| points for lawyers and individuals alike. Some of those can't be
| fixed, but tech can definitely solve some, and I think this is
| one of the problems tech CAN help with.
|
| [0] Lawyer in this case can also mean a business' or other
| entity's legal counsel.
| jaza wrote:
| This is a great first step towards better online signing of
| contracts. I agree with what the FAQ says: "I've always thought
| that the fake cursive signatures that most electronic signature
| platforms make you use when e-signing a contract are silly".
| Quite true. Drawing a cursive signature online is like dancing a
| waltz in a nightclub. Signing via a simple action like a click /
| tap / keystroke should be fine.
|
| But I'd expect a tool like this to have mathematically verifiable
| signatures, for example by using GPG keys, or perhaps by using
| blockchain. Ideally, the signatures would also be calculated
| based on a hash of the body of the contract. That would be a real
| game-changer, it would allow you to prove that a given party
| signed a given exact version of a contract. Magistrate doesn't
| appear to have anything like that right now, the signature is
| literally just the text "/s/ Jane Smith". Unless I'm missing
| something?
| hkhanna wrote:
| You're exactly right. The signature reflecting some sort of
| hash of the fully executed document is on the roadmap. There
| are some nuances around what exactly is fed into the hash. And,
| there are lots of other great ideas in these comments and
| outside of them that would make this product better.
|
| I'm going to spend some time reflecting on all of these
| comments and being deliberate about about what to develop next.
| Then I'll build it quickly. If you want to know when something
| comes up, submit your email for updates.
|
| I won't spam you. You'll get emails from me personally and only
| when there's something interesting to tell you.
| droidno9 wrote:
| Interesting product. Congrats on shipping!
|
| I'm wondering about the use case of developers actually wanting
| to send out contracts (on behalf of their employer, I assume). Is
| this something that your clients who are software developers are
| asking for?
|
| Disclosure: I'm a lawyer and software developer.
|
| Edit: Correct a brain fart.
| OJFord wrote:
| > Disclaimer: I'm a lawyer and software developer.
|
| I'm surprised to see that common misuse (that I'd usually try
| harder to refrain commenting on) from a lawyer!
| dewey wrote:
| This is usually used as a "I'm speaking from this context"
| instead of a "legal" disclaimer.
| OJFord wrote:
| Right, but that is absolutely a misuse, since if anything
| it's the opposite that's meant, it's a 'claimer' - I claim
| relevant experience or context through being a lawyer and
| SE.
|
| Again not just boring and nit-picking on something so
| common where I know what's meant; I was just surprised that
| a lawyer (i.e. someone so familiar with it) would make that
| error. (Or use it with that (proscribed) meaning, if you
| prefer.)
| droidno9 wrote:
| You're right. Should've been "disclosure" instead.
|
| This is one of the reasons why lawyers use templates, as
| a defense against brain farts where we write "disclaimer"
| instead of "disclosure."
| droidno9 wrote:
| Indeed!
| hkhanna wrote:
| That's right! They often want to integrate with existing
| processes or products (often Salesforce) to automatically send
| contracts out for signatures on behalf of the company.
| moralestapia wrote:
| Very nice concept! Bookmarked, wish you the best with this.
| vagrantJin wrote:
| I see.
|
| Have a look at script-writing software and its auto-formatting.
| Some are actually open-source and could very well wipe the floor
| with some bloated, overpriced alternatives.
|
| The scriptwriting community is incredibly anal about format so I
| think you could benefit from having a look at some of these
| pieces of software. Things like templates can be molded from
| community standards.
|
| _Kit-scenarist_ is particularly good but that 's my bias as a
| loyal user for many years. And yes, I write screenplays ever so
| often.
| programmarchy wrote:
| I've used eSignatures.io in the past, which uses Markdown for
| contracts, and found it to be exponentially easier to use than
| DocuSign, so I appreciate simpler solutions coming into the
| space.
|
| There's a couple reasons why I wouldn't switch to Magistrate at
| this point:
|
| 1. eSignatures allows templating. Sometimes tacking on parties at
| the end isn't enough, because things like products or payment
| terms need to be parameterized inline.
|
| 2. Webhooks that allow taking actions when the contract is either
| rejected or signed by all parties. It's also nice to be able to
| attach some metadata to the contract e.g. (a purchase order #) so
| it comes back in the payload with the web hook.
|
| These may be use cases you don't want to cover yet, but thought
| I'd list some features I've been relying on as a developer
| building solutions in this space.
| hkhanna wrote:
| This is great. Thank you for letting me know about them!
|
| Both of your ideas are on the very near-term feature list.
| robertlagrant wrote:
| I have to say, I've wanted someone to do this for years. Amazing
| to see it coming about. Imagine if it were possible to describe
| more and more things the way Creative Commons does?
| jll29 wrote:
| I used to be Director of Research at "one company that makes some
| of the leading legal information access products".
|
| You won't likely divorce lawyers from their beloved Word anytime
| soon. But your approach of plain text API is not what I would
| call a "solution" but a mere building block that may be used in a
| future solution. Law firms and sole practitioners will prefer
| something already finished, an end product. So I would call what
| you called "MVP" an "advanced feature", whereas your basic
| solution is still not there until it has a GUI (which may have to
| look like Word?).
|
| I personally love plain text, but legal documents have structure
| that ought to be dealt with in a solution for the future. The
| question is how to do that, and layout/formatting - while good
| for rendering - is not good for representing that structure.
|
| It's good that you are working on innovating in this space; I
| would encourage you to talk to customers and to learn about the
| products in this space [5,6]. Some must-have features like
| templating have already been mentioned here.
|
| [1] https://mena.thomsonreuters.com/en/products-
| services/legal/c...
|
| [2] https://www.trustradius.com/contract-management
| olah_1 wrote:
| It would be awesome if you used a templating system for the
| writing process. Then the writers can have templates and just
| change who ${partyA} is.
| hkhanna wrote:
| That's planned. And it will go further than existing templates
| where it's just fill in the blank.
|
| An idea I had a couple jobs ago -- which I intend to develop
| now -- is the ability to encode logic into the templates so
| that the template can be used in all sorts of business
| situations.
| broses wrote:
| It's probably a good idea to implement this with an existing
| language so that you don't end up making your own programming
| language. For example you could just make the whole document
| a JavaScript template string.
| harryvederci wrote:
| Looks awesome! Greetings from another IT-savvy Harry with a law
| degree :)
| srameshc wrote:
| Congrats !! idea is great. I always fret dealing with clients
| when it comes to legal stuff as I don't charge that much to
| afford a lawyer. This could be a very helpful tool for small
| indie developers like me or even the more established ones, who I
| have seen fight over petty stuff with clients. It would be
| helpful if one can see few examples or templates. Also for
| someone who does less than 2 contracts a month, is there a
| possibility that for extra free , there could be some custom
| template depending on the situation ?
| droidno9 wrote:
| From the look of it this product is just an API to distribute
| the contract you already have and collect esignatures--kinda
| like Docusign, but with text.
| codegeek wrote:
| As a Tech founder of a B2B SAAS where we do contracts, I would
| love to try this!! You are on to something here if you can get
| this executed well.
| [deleted]
| Terry_Roll wrote:
| I couldnt tell what country and thus legal system this was aimed
| at, so I've assumed this is geared for the US and not European
| countries and spent like 20seconds on it before coming back to
| make this comment.
| jimkleiber wrote:
| In the FAQs halfway down the page:
|
| > Is this legally binding? Yes, if you are in the United
| States. The Electronic Signatures in Global and National
| Commerce Act (ESIGN) together with the broad adoption of the
| Uniform Electronic Transaction Act (UETA) by 47 states ensures
| the validity of electronic signatures.
|
| > If you are outside the United States, this product is not for
| you (yet).
| [deleted]
| omarhaneef wrote:
| Is there a legal way to demonstrate the legally binding aspect?
|
| I mean could you, for example, sign a document with your friend,
| have them purposefully violate it, and then take them to court to
| prove that the courts will back up the document?
|
| I am asking because the existing digital signature solutions have
| the benefit of having proved that they are accepted in court.
| coyotespike wrote:
| Check out the FAQ there, helpfully answers these questions.
| tl;dr yes these are legally valid digital signatures.
|
| (former lawyer here and didn't know the answers either!)
| omarhaneef wrote:
| Yes, before I wrote my comment, I saw in the FAQ that legal
| signatures are valid in the US.
|
| However, I am asking is this particular way of signing
| considered a valid digital signature in the legal sense. I
| could get a technical response, but how much more powerful
| would it be to demonstrate that it already has?
|
| As an individual I _might_ risk a project on an unknown
| signature provider, but I can 't imagine saving the money on
| a "proven" signature.
| woah wrote:
| I think you misunderstand the concept of a signature. What
| matters is that you agreed to something. The signature is
| just evidence of this agreement.
| omarhaneef wrote:
| I accept that I misunderstood the concept, but then you
| don't need the "signature" at all? Just an email saying
| "yeah, sounds good. We agree to this." Can we just test
| that in court?
|
| I say this only because I can see -- IAMAL -- that there
| are many ways around this. "Yes, but we subsequently
| changed the deal when I emailed you and said 'we have to
| delay it," and then you said 'that's terrible. ok.'" etc
| Aeolun wrote:
| Yes, now my name is in a plaintext file.
|
| How do you prove it was _me_ that added my name?
|
| With a physical signature you can theoretically compare
| it to previous signatures using pressure analysis etc,
| but that's not a thing for a text string.
| woah wrote:
| Again, it's a matter of evidence. I guess the court would
| have to get to the truth of the matter, and when they
| did, the side that was lying would go to jail. IANAL but
| I'm guessing signature forgery disputes are a very small
| portion of all corporate lawsuits.
| mbesto wrote:
| IANAL...
|
| > Is there a legal way to demonstrate the legally binding
| aspect?
|
| I wasn't actually aware that a signature is required for
| something to be legally binding. I thought all contracts are
| "legally binding" as long as one party agrees to provide
| something in exchange to another party. If I send an email that
| says "confirmed, let's move ahead" then this should be as good
| as a signature, no? AFAIK, someone's signature is basically
| just an affirmation for a court to say "do you solemnly swear
| this is your signature?".
|
| I could be wrong.
| jll29 wrote:
| IANAL but:
|
| That entirely depends on the jurisdiction.
|
| Legal software generally isn't portable across countries due
| to subtleties like this.
|
| There are jurisdictions that do not accept any electronic
| signatures whereas in others an email response saying "go
| ahead" or even a verbal agreement on the phone (which leaves
| no permanent record) counts as "the parties have contracted".
| NoboruWataya wrote:
| Have you developed a standardised format for expressing a legal
| contract as plain text (including clause numbers, definitions,
| etc)? The example I see on your Docs page doesn't include any
| clause numbering, and says:
|
| > It's a plain text file so there is no formatting. You can add
| extra spaces or tabs if you would like and they will appear in
| the final contract.
|
| So I guess it's up to each drafting lawyer to come up with their
| own formatting conventions. I think that is potentially a recipe
| for disaster, unless the intention is that the plain text
| contract will only ever be edited by way of an interface that
| enforces standardised formatting conventions (which seems like it
| defeats the purpose).
|
| Don't get me wrong, the current process of lawyers marking up
| each other's Word documents is a pain, but at least with Word
| when you go to enter a new clause it will by default have the
| same formatting and styling as all the other clauses. Maybe I'm
| missing the use case though.
|
| Also, just to mention, version control and e-signatures are
| already available to transactional lawyers, though the solutions
| are imperfect and I guess they aren't available to everyone (I
| presume the software is expensive).
|
| I don't mean to be critical or unduly sceptical by the way. I
| personally would love a move to simple, text-based processes for
| drafting and negotiating documents. But my own experience tells
| me that non-technically-inclined lawyers and clients would be
| slow to adopt a solution like this.
| hkhanna wrote:
| Thanks for the feedback. I agree there's a lot that remains to
| be done on formatting, etc. This is, after all, just an MVP.
|
| One of the directions I may take this is to allow those things
| you mention like clause numbers and definitions to be
| specified, perhaps by some markdown flavor. As you can see, we
| already enforce one formatting convention: the signature block.
|
| As this is developed, we may enforce other conventions. The
| Manual of Style of Contract Drafting (4th Ed.) [0] would
| generally serve as inspiration for me to the extent we enforce
| any formatting conventions.
|
| [0] https://www.adamsdrafting.com/writing/mscd/
| dylan604 wrote:
| what a fine line that would be to walk. to add all of these
| formatting abilities, you move further and further away from
| plain text. at some point, you've recreated the same issues
| as Word.
| hkhanna wrote:
| 100%. I think about this balance constantly.
| danuker wrote:
| Indeed. I argue LaTeX is unreadable for a non-techie.
|
| Maybe Markdown or reStructuredText would provide a starting
| point. But it would have to have a WYSIWYG editor.
| nvrspyx wrote:
| You can look into YAML frontmatter for the things like clause
| numbers and definitions if you go the markdown path.
| phphphphp wrote:
| I'd suggest you prioritise defining a format earlier rather
| than later. The format / standard can evolve over time to
| accommodate the evolution of your product (that backwards-
| compatible evolution can be defined as part of the first
| version) but to go from no standard to any standard is much
| more difficult once people are already using the platform:
| you'll either break established workflows, or burden yourself
| with a lifetime of supporting unbounded backwards
| compatibility (because every client will, by virtue of
| writing integration code, unintentionally define their own
| standard).
| z3c0 wrote:
| This is great - I really hope to see this take hold. I work for a
| key player in the legal software space, and easily-parsed
| contracts would be a game-changer for us. Especially in regards
| to billing reconciliation between two firms, where there can be a
| lot of back-and-forth over contract terms. Being able to easily
| parse and present the terms of a contract could change this
| forever.
|
| I noticed that it seems to be limited to 50 contracts per month
| currently. Are there plans for larger tiers?
| hkhanna wrote:
| There are! I just had no idea how positive the reception would
| be. If you're interested in a higher tier, just reach out to
| the email in my profile and we'll set something up.
| twomoonsbysurf wrote:
| Super cool. I want to see more legal tools for developers to
| improve workflow efficiency. As a developer I'm especially
| interested in finding free contracts I can use to create
| agreements with other developers to work on mutually-owned
| products/businesses together.
|
| Also, I like the pricing page-- especially this approach: "Keep
| this low, early adopter price as new features are added." -- I'll
| keep this in mind for my own products, I think customers will
| appreciate being grandfathered in to low prices-- it's a win-win.
|
| To the developer-- Do you have any advice for the following
| scenario: You invite another developer to work on your product,
| such as Magistrate. How do you go about ensuring legal compliance
| with that developer--
|
| A. That they make the appropriate work contributions to obtain
| the agreed upon equity level. I.e. you worked 1600 hours on the
| product this year, they worked 400 hours. You've both logged
| these hours. In terms of the work, you offer 25% equity, but
| that's if they also put in the same amount of money you've put in
| (such as for various IT, marketing, administrative costs), as an
| example of: You retaining 75% equity and giving 25% equity to a
| partner.
|
| B. That they respect IP protections of the product (i.e. they
| don't immediately go off and try to build a competitor)
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