eContracts TC: Explanation of Vote: Contract Clause Structures

[jkeane <jik@jkeane.com>]

Peter Meyer asked me to articulate my vote against the motion yesterday on
whether the Committee should reverse its "tentative decision" about
discontinuing work on hierarchical structures, paragraph names (Articles,
clauses, etc.) and paragraph numbering, and apply this to legal documents
generally. I would ask that the minutes reflect that I posted this
supplemental reasons on the eMail list. To thrash this out on eMail, someone
who took minutes should post the official wording, which I hope I have not
mangled.

In the beginning of the eContract discussion on this topic yesterday, my
first question was whether we should even be focusing again on the structure
of clauses. I also asked if our time would not be better spent reviewing the
use cases and requirements that will lead to tags, attributes, and a data
dictionary for the vertical application of contracts standards. We can then
rank the priorities and determine where this fits on a list of finite
accomplishments and long term effects for committee work.

I also noted that a similar discussion about document structures was taking
place in the CourtFiling TC about the need and desirability for a separate
committee for CourtDocuments. The discussion in CourtFiling also veered
towards solutions for all legal documents (including contracts) and was very
much focused on structures and the semantics of the parts of legal prose.
(my cc to Diane Lewis of the DOJ is to continue to encourage her to pursue
this separate committee, particularly in light of this discussion)

In the end I voted no and submit we should instead consider a horizontal
committee or joint committee to work on this, and we should involve other
elements of OASIS, such a the DocBooks TC and the newly formed ad hoc
document management committee, which is looking into doc repository
standards for the XML collections -- and is asking similar questions.

My "nea" was furthered reinforced by two further considerations. The first
is what I see as a need for flexibility in assigning levels to an outline as
part of styles in Word (possibly using XML in Office 2003), paragraph
numbering and separate styles in Word Perfect and, from one very interesting
part of the discussion yesterday, a similar functionality in Open Office --
also with XML. There is an Open Office TC in OASIS....

If we have something uniquely "legal" to contribute to that dialogue, we
might influence the big players there to fashion standards to allow the
legal community to exchange legal docs between widely used office programs
in a way that preserves hierarchical structures. That is something very
difficult to do between Word and WordPerfect now. We could really contribute
to the data exchange goals of LegalXML if we made sure those structure met
our emerging requirements. For awhile I thought we going in the direction.
Then Dan called for vote. I think that was more to end the discussion (which
had gone on for over an hour.)

On a procedural note, we need to put limits on discussions like the one we
had yesterday. That work is more the province of a subcommittee (or new
committee) who should report back to whole. We should also keep to our
agendas and add  time marks to them. This would give people who have tight
schedules (as we all do!) some clue as to when they should be on the call if
they must come late or leave early.

Final nitpick:  The vote was very confusing. One person asked for a straw
vote, and John McClure moved to Table what then became a Motion. Then I
recall Dan reframed the main Motion to determine if we should continue the
discussion.  The whole process seemed to mix up the main motion, a straw
vote and the motion to table. My straw vote would have been "No" as well
(and more reflective of how I felt at the time) as I thought we were just
trying to get a sense of the group.

In the end, I wanted to make doubly sure everyone realizes we do not have
consensus on this point. I would have also supported the Motion to Table and
moved on to the other agenda items. I think this discussion should go to the
eMail list, and be elevated to a horizontal discussion or a joint task
force. Many of us are on multiple committees and appreciate the
interconnectedness, but we need to approach this through a larger OASIS
framework.


Jim Keane

-----Original Message-----
From: Peter Meyer [mailto:pmeyer@elkera.com.au]
Sent: Thursday, June 05, 2003 9:36 AM
To: jkeane
Subject: Re eContracts TC meeting yesterday


Dear Jim,

Jason and I were hoping that the clause model requirements we discussed at
the phone meeting would not be particularly controversial, when set out in
detail. I understand you were opposed to the resolution providing in
principle support for the requirements.

I believe it would be of assistance for us to understand the basis of your
concerns as we go forward with the clause model development. Please can you
outline your concerns about the requirements? We will take up any issues you
might raise to the extent you consider it might be worthwhile.

Regards
Peter Meyer



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