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Thanks, that's an interesting idea, and not one I've seen before.

2 potential issues come to mind:

1. As you noted, a key goal is to reduce ambiguity as much as possible. An enforced scope provision opens up the possibility that a court will nullify another provision for being in the wrong place. This adds ambiguity to the contract, especially because at first there wouldn't be any court decisions on how they interpret enforced scope provisions. I'm not sure off hand how serious of a problem this would be--maybe the dividing line betwe... (read more)

4johnswentworth5y

Thanks, I was hoping someone would leave a comment along these lines. Definitely helps me understand the underlying drivers better.

Book Review: Working With Contracts

Quintor5y70

I'm curious what you mean by enforced scope and modularity in a contract. As a lawyer (though one who rarely works with contracts), I agree that the nested series of if-then's is common, but I don't have a good sense of what you're suggesting as an alternative.

9johnswentworth5y

That wasn't intended to be an alternative to a nested series of if-thens; it's a solution to a different problem. (The usual software engineer's solution to a nested series of if-thens is to figure out what the thing is that you actually want, which all these conditions are trying to approximate, and then write the thing you actually want instead. Of course it's more difficult than that in practice, because sometimes the thing you actually want can't be written directly due to the limitations of programming languages/contract enforceability. I would imagine that skill is quite similar for both good contract lawyers and good software engineers.) The idea of enforced scope/modularity is to make the table of contents binding, so people with specific use-cases don't need to review the whole thing. So for instance, suppose we have some complex transaction involving both representations and covenants, and we put the representations in their own section. Post-closing, people will mostly need to double-check the contract to see what the covenants say, not what the representations say. So it would be useful to have language alongside the table of contents nullifying any post-closing covenants which appear in the "Representations" section. Then, most people reviewing the contract post-closing won't need to read through the Representations section just to be sure there aren't any covenants hiding in there.

Law school taught me nothing

Quintor5y60

I'm similarly positioned to you, but have the opposite impression: I feel like I learned a lot from law school.

One possibility is that your "don't remember anything" is measuring something different than my "learned a lot." It's certainly true that I can't recall on command the three parts of X test that I haven't used since law school. Indeed, I most likely couldn't name all of the courses I took in law school!

But:

1. If I see a very brief overview of something I learned in law school, a lot of other info... (read more)

LESSWRONG
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