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Subject: Draft Minutes - September 3, 2003 Conference Call.
Folks, Because I was presenting, Dr. Leff was good enough to take the minutes at our last meeting. The minutes below include some small changes and additions that I made. If anyone has any comments, additions, corrections, please send them to me and I will update the document. Thanks, Dave Marvit Special Projects Consultant Fujitsu Labs of America dave@marvit.org ----------------------------- Draft Minutes OASIS LegalXML eContracts Technical Committee September 3, 2003 Conference Call. Present Peter Meyer Dave Marvit Jason Harrop Laurence Leff, Ph.D. Rolly Chambers Zorran Milosovic Dan Greenwood John Messing The meeting began, as planned, with a discussion of the "Automated Negotiation" system scenario from Dave Marvit. This was a continuation of the demonstration at the August 9th Face-to-Face as most of the people who were at this teleconference were also at the face-to-face and saw the demonstration. Mr. Marvit reminded the Technical Committee that this is a system for multi-parameter negotiation. This negotiation could include what might be referred to as "Business Terms" and what might be referred to as "Legal Terms." From the point of view of his system, there is no difference computationally between them. He also emphasized that there must be a unique mapping between the parameters of the negotiation and a unique representation of the contract. Discussion included: - the relation between markup for vertical industries (e. g. chemex, Steel Markup Language) and contracts (These markups describe products but not terms one might call 'legal terms') - how industry would grow into using such a system including negotiating legal terms (probably starting with 'open but bounded' communities that have pre-established relationships') - how legal terms might be parameterized (e. g., there might be twenty options for what to designate as the "governing law.") - the relationship of "reasonable term" and its connection to a contractual term such as delivery of goods which may or may not specify a date The Technical Committee will discuss the minutes from the August 27th conference call at our NEXT meeting so that they will be available for review for a reasonable time. Jason Harrop presented the Law Firm Contract Creation Scenario. He a) reviewed current practice (i. e., a series of drafts. These would be generated in Microsoft Word and are often exchanged via electronic mail. Often, lawyers would start with a similar contract in their file and edit this to reflect the new situation such as changing the name of the parties.) b) Discussed the advantages of automated processing: tracking what is negotiated, what is agreed to, and what is "signable" c) the XML could mark up definitions of terms. This would allow automatic checking for circular definitions. d) the XML would allow reference between clauses e) the reuse of knowledge. f) documents should be available in formats that people are used to using such as RTF and PDF Discussion included a) a contrast with Public bidding and Requests for Bids where there is no opportunity for negotiation. (However, some public entities are working on developing "fair" ways to allow for negotiation.) b) Relationship between the concept of "offer" and "acceptance." When can a document exchanged be signed by the other party to make a valid contract. And what words or acts would make the exchange of a sample or "draft" document an offer. Does one need a bit on the exchange that says "this is not an offer"? c) In an exchange of drafts, are their other actions besides physically signing the document that would constitute "manifestation of assent?" d) How does one check that what is being negotiated is valid within the jurisdiction? e) Sometimes many sample contracts must be changed. Mr. Harrop gave an example of a legislative change in Australia that meant that the "goods and services" would be changed in sample documents. The Technical Committee decided to continue the discussion of this scenario and work on Peter Meyer's scenario at the next teleconference. There was also discussion of when we should proceed with preparing our requirements document and our draft structural markup. Some of these would be discussed at the next "leadership teleconference." The meeting adjourned at 19:19 Eastern Time.
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