Minutes Draft from the OASIS Legal XML Member Section Electronic Contracts Technical Committee Secretary (File id: @@2188)

["Dr. Laurence Leff" <D-Leff@wiu.edu>]

                     Minutes Teleconference of April Ninth
     Organization for the Advancement of Structured Information Standards
                                    (OASIS)
                           Legal XML Member Section
                       E-Contracts Technical Committee (TC)

Present

Rolly Chambers
Dan Greenwood
Jason Harrop
Jim Keane
Laurence L. Leff, Ph.D.
Dave Marvits
John Messing
Zorran Milosovic, Ph.D.
Greg Wiley

4:00 Eastern Time

The Technical Committee discussed the minutes of the March 26th teleconference. 
It was proposed that the Action items would also include:
1) Messrs. Barry Hansen and Sergio Maldonado work will work on converting the 
   Enterprise Contracting Scenario to Information Items
2) Dr. Laurence Leff and Mr. Daniel Greenwood will work on converting the
   Click-through contracts to information items

Otherwise, the minutes were accepted as revised.

We next received progress reports on converting the various scenarios to
information items.

1) Mr. Maldonado forwarded material relating to the Enterprise Contract
Scenario to Mr. Hansen.  Mr. Hansen is adding material.  This includes 
documenting the clauses that are required under certain conditions.  
Mr. Hansen stated this is better than simply marking them as "optional."

2) Mr. Rolly Chambers, Jim Keane, as well as Ms. Debi Miller-Moore from the
American Arbitration Agency reviewed ten to twelve sample dispute-resolution
clauses, primarily from construction contracts.  Mr. Chambers prepared a 
sample marked-up clause.  Dr. Milosovic will work on putting information into
the information item format prepared by Mr. Harrop.

3) Dr. Leff forwarded material to Messrs. Harrop from both the Click-through
Scenario and the Litigation Scenario.  He also forwarded the information
items from the Click-through Scenario to Mr. Greenwood.

It was observed that the automated negotiation of contracts scenario would
depend upon the contracts being negotiated.  Mr. Marvits will work with
Dr. Leff on this issue.

Mr. Daniel Greenwood observed that there was an interrelationship between
the clauses in a contract, serving as an information ecology.  Dr. Leff
observed that there was also a relationship between clauses from the
different scenarios.

There was a discussion of Intellectual Property considerations for the
clauses in contracts.  In particular, the group discussed those in
AIAA contracts as well as those that were subject to litigation--One
question was whether one legally can quote from a contract that was 
submitted as an exhibit to litigation and hence public record, or only
if the clause was in a published opinion.

Mr. Harrop reminded the Technical Committee that we only need to markup
those items in contracts that would help downstream applications.

It was decided that material from each scenario should be posted by April 17th
and all the groups working with the scenarios concurred that this was 
reasonable and feasible.

The Technical Committee next discussed the next agenda item, hierarchical
and recursive models.

One format would be a list of items, perhaps called "clauses," with their
level represented by an attribute.  

There were two approaches to hierarchical models.  In one, all levels
would be named the same thing.  In the other, each level would be have
a different name.

In the United States, the names are often "articles" which contain "sections,"
"sections" which contain "paragraphs," and "paragraphs" which contain
"clauses.

Although Lists and Conditionals are probably important, they will probably
be discussed later.  The RDF approach was discussed, but it is not as
compatible with XML editors.

(At 16:57 Eastern time, the Secretary signed off to teach class.)

There was a discussion on having some semantic contents in the name
as opposed to simply calling them something like "Level1," "Level2," ... 
"Leveln."   This would mean less explanation would be needed, particularly
to lawyers.  Most agreed that the names used should be
"Article," "Section," etc.

It was observed that it is easiest for the members of the Technical Committee 
if all use the same name.  Then, these names can be mapped to other languages.

The point was made that it could be difficult when a user wants to put
paragraphs directly under Articles and skip having sections.  Of
course, sometimes users wish to do that.  The recursive model avoids making
a restriction.  It does not automatically imply a specific hierarchy and is 
more powerful in terms of technology.

The group then formally agreed to use the hierarchical model with 
"Article," "Section" and "Paragraph" as the tentative names.  
This decision may be revisited after experience.  

Also, some could use the hierarchical model but put all their information
items onto one level, if they don't want to use the lower-level elements.

** List of Action Items **

Mr. Chambers, Jim Keane, and Rolly Chambers will work with Dr. Zorran
Milosovic to prepare material from the information in the Online Dispute 
Resolution Technical Group in the Information Item Format.

Mr. Harrop and Greenwood will review the material submitted by Dr. Laurence
Leff on click-through contracts and see if it is ready for submission to
the mailing list.


Dr. Leff and Dave Marvits will be working together on the Automated
Negotiation Scenario.