Legal Contract Drafting at the Micro-Level

This paper reports on research whose general aim has been to explore the potential for developing logic-based tools for the analysis and representation of legal contracts [Daskalopulu 1998]. The intended applications of such representation include both the drafting of new contracts and the management and administration of existing ones, that is to say, the general problem of storing and retrieving information from large contractual documents, and more specific tasks such as monitoring compliance or establishing parties’ duties/rights under a given agreement when it is in force. Experimental material is drawn mostly from engineering contracts, which are typically large and complex and contain a multitude of interrelated provisions. The term ‘contract’ is commonly used to refer both to a legally binding agreement between (usually) two parties and to the document, that records such an agreement. A previous paper [Daskalopulu & Sergot 1995] was concerned with documents and the representation of contracts at the macro-level: the emphasis is on issues relevant to the design of structurally coherent documents. This paper deals with the contents of agreements and representations at the micro-level. Micro-level drafting is the source of a host of issues ranging from representing the detailed wording of individual sections, to representing the nature of provisions (obligations, powers, reparations, procedures), to representing their "fitness" or effectiveness in securing some party's best interests. The implications of these issues for knowledge elicitation and representation were discussed in [Daskalopulu & Sergot 1997]. Various techniques are available to assist in aspects of this task, such as disambiguating contractual provisions and in detecting inconsistency or incompleteness (for example [Allen & Saxon 1993], [Alchourrón & Bulygin 1971], [Jones & Sergot 1993; 1996]). The paper discusses a number of such techniques and seeks to identify the limits on their applicability in the domain of legal contracts.