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Subject: Minutes Draft from the OASIS Legal XML Member Section ElectronicContracts Technical Committee


Here are the draft minutes from our June 4th meeting. Please pass any 
corrections or clarifications my way.


Dave Marvit

Draft Minutes
OASIS LegalXML eContracts Technical Committee
June 4, 2003 Conference Call.

- Minutes of May 21, 2003 meeting were approved.
- Extensive ‘high level’ discussion of Jason and Peter’s “Requirements 
for Clause Model” document.
- Motion approved to “…close general discussion on this matter and go 
directly to a vote on adopting this document as the general guideline 
for the purpose of generating our structural model. It is noted that 
this supercedes the tentative agreement reached on April 9th.
- Discussion on generating some kind of published proceedings to be 
distributed at the face to face meeting in Sydney, and possibly 
elsewhere. More information is being collected.


The following were present:

Rolly Chambers
Charles Gillam
Dan Greenwood
Jason Harrop
Jim Kane
Dr. Lawrence Leff
Dave Marvit
John McClure
John Messing
Peter Meyer
Zoran Milosevic
Greg Wiley

First agenda item: Approval of May 21, 2003 minutes

1 abstention (Dan hasn't read them yet, so he abstained.)
All else in favor of approving the minutes
May 21 minutes approved

Next Agenda Item: Clause Model discussion

Jason; I recently posted a requirements document for the clause model. 
That came about because on May 1 Dan posted to the list an email called 
'proposed process'. The TC endorsed that process. The relevant part was 
that we would put together a requirements document for the clause model 
and, once achieved, we would seek consensus on the clause model.

On 9 April we agreed to have a hierarchy going article, section, 
paragraph. After reaching that agreement there was some disquiet on the 
list (from John McClure, Peter Meyer and others) saying that this was 
not sensible.

My email was an attempt to address those concerns. The doc was an 
attempt to provide info on that more complete view. It draws heavily on 
Peters May 7th scenarios.

The philosophy is quite simple. It boils down to the following: For us 
to be successful as a TC the XML model for contracts needs to be widely 
adopted and widely used. This will only happen if the XML contracts 
format is used as an exchange format. (If it is just used internal to 
law firms and corporations then it won't be used as widely.)

We get the widest possible adoption if we get the widest possible 
adoption of the clause model. This happens if we make it easy for 
people to use, and if people are able to use it for other business 
documents in their organization.

People in law firms draft not only contracts, but minutes, letters, and 
so on. The argument is that it is unreasonable to expect people to use 
an XML model for drafting contracts and a different set of tools for 
drafting other document types.

It flows from that point that they shouldn't have to learn another set 
of DTDs. So, if they are going to want to draft contracts in XML, they 
will want to draft other docs in XML and use the same tools.

There is no magic here. This has been discussed for a while in the 
legalXML community.

I would like to have a high level discussion about the philosophy 
behind the requirements. If we all agree then I would seek support for 
the vision statement of the requirements doc.

Dave: The obvious question is simply if including support for other 
types of legal documents represents scope creep?

Peter: I don't think it is more difficult to add a clause model for 
contracts than it is for what has been proposed.

Zorin: You are proposing that we work on law business documents. UBL 
(unified business language) exists. If you can cleanly delimit the 
scope then I'd leave it to the legal folks. If there is no significant 
increase in scope then I'm OK.

Jason: The kind of numbered paragraphs that are used in contracts also 
exist in many other types of documents. So, the implication is that if 
we use more opaque terminology it might be applicable to many other 
types of documents.

The thing that distinguishes this work from UBL is that they are 
working on shipping invoices and purchase orders. They are business 
documents, but they are not including numbered paragraphs.

John McClure: There was also a discussion in the court-filing group 
about trying to cover a broader scope of documents. We are back to the 
discussion of weather we should be discussing  clauses or specific tags.

Peter: We have to look at who is going to use it. Will people want to 
adopt a court filing DTD and a contracts DTD? It is inconceivable (in 
my  mind at least) that these would go anywhere.

John McClure: I am also concerned about scope creep.  I am concerned by 
the relationship between the work that we are doing and the work that 
they are doing. Can you, Jason, speak to that?

Jason: John is talking about the open office TC. That's the TC that has 
a mission to define a DTD suitable for use in word processors. It took 
as it's starting point the 'star office' system.

They are well on their way to completing their first pass on the spec. 
It is expected that they will come out with a file format for Word 
processor. We can expect it to have the support of everybody but 
Microsoft. Basically what they are doing is coming up with a file 
format for word processors. You will be able to create any type of 
document you like, contracts, novels, love letters, and many other 

The point is that they are not trying to capture the semantics of 
different types of documents. They are trying to capture in XML what 
word processors have been doing for many years.

They are trying to capture structured numbering systems. What we are 
trying to do is to create an XML system that will be as easy as 
possible for people to use. The kind of XML you will see coming out of 
the open office TC is not the kind of XML that end users will ever want 
to expose themselves to.

I see them as different efforts. Nevertheless, the clause model should 
be able to be easily converted and opened in a compliant word processor.

Peter: Would it be fair to say that the open office format would be 
like an XML RTF?

Jason: Yes, that's exactly right. I'd be reluctant to cal it that 
because Microsoft's new system is an XML RTF. In the open office TC 
hierarchy is not given the highest priority.

McClure: I am concerned that in law people will try to gravitate to 
open standards. This implies a separate set of tools. Is that right? Is 
there a way for us to have our standard fit into the open office tools?

Peter: If these guys get traction then you will  see word processors 
using XML format. But that leaves the question about how people will be 
able to get the XML automation benefits. To do that you need to be able 
to represent the hierarchy.  Getting into the market is has to be 

John Messing: It seems to me that we have a couple of issues. If we 
develop a DTD for contracts, will it be exclusive of the other work 
being done by other groups (like leXML and the work being done in 
Europe). Then there is the question about our working with the XML word 
processors. Is anyone working in this group part of the open office 
group? If we have such a person we should find out if we can pass a DTD 
to them and load it in.

DG: There seems to be a general appetite for more liaisons between our 
group and other TCs.

Jason: There are two major word processor file formats. One of course 
is MS word. The other is open office. The new version of MS Word has an 
XML file format. Today, only MS Word understands it. But it will have 
another capability (Word 2003 is in beta release) to be able to read in 
any W3C DTD. So we don't have any issues there. People who want to read 
a legal XML doc  in MS word will be able to do so.

The thing about open office or star office is that the current version 
is going to be less functional that MS Word because it can only read in 
open office XML. It cannot read in other XML document types. The 
question of reading in a Legal XML eContracts doc becomes a question of 

If you want to open an eContracts doc in open office you would take a 
style sheet and convert it to open it in open office.

John McClure: How is it transferred OUT of open office in to LegalXML?

Jason: I don't see why you'd want to do that. It is like converting 
from any other legacy format.

John Messing: In defense of john, if people are going to be writing 
docs in these then it needs to be able to export docs that are both 
valid and well formed against the schema.

Jason: That's true. But we have focused on two tools [star office and 
MS Word]. We are assuming that there will be additional tools using the 
open office format. But we haven't discussed the myriad of other tools 
that people will use. That's both the existing XML editors and the ones 
that are being created. It's just that one of the systems (open office) 
can only handle one DTD. That's a shortcoming of that system. But there 
are many other tools.

John McClure: The answer that I might expect from MS is that they do 
preserve and respect XML namespaces. If we wanted to markup their doc 
with LegalXML it can live inside their containers. My concern is to 
hear that the notions that are important to represent in a contract are 
already being represented in open office with the semantics drained 
from them. Getting rid of article - section - paragraph- as an attempt 
to create a do-all object will ultimately work against our desire to 
create a DTD that is meaningful and easy to use. It will ultimately 
have the effect f driving people away from us. People will expect to 
see article section...

Jason: Well, they expect to see meaningful tags. We know that article 
section paragraph mean some things to some people and different things 
to other people. What we are proposing is having a hierarchy that won't 
have that problem.

In section 5 of the requirements doc we conclude that the term clause 
is radically meaningless. Using the term is a recipe for 
misunderstanding. The only way (we concluded) to come up with a DTD 
that people will know and use is to avoid use of those terms.

Rolly: For me it is useful to have the type of hierarchical structures 
as envisioned by the clause model. But as long as it is something 
reasonable I can live with it. I also don't feel the driving need for a 
'one size fits all' model the way some others do. I don't raise that as 
opposition to what has been proposed. Wherever this leads it will be 

John McClure: Is the goal of the paper that was published to revisit 
the consensus that was reached?

Jason: I fully expect that we will have a hierarchical model - in the 
sense of elements nested within elements... Weather those elements have 
the same name or different names, the answer is yes. The goal is to 
have a fresh start.

DG: I have a general comment. I like everything in the doc that you put 
forward. Having contracts in scope is necessary. Broadening the scope 
is nice, but not vital. When I think about the example you are using it 
doesn’t seem as a practical matter, to broaden the scope that much.

John McClure: I am a bit disturbed that you agreed with most of the 
content of the doc. This is a radical change to the consensus. I didn't 
think we were going back to consensus that had been agreed to.

DG: From a process point, we did have a ‘going – forward’ straw man. We 
called it a 'tentative agreement'. I agree that once we have a 
consensus we'd better have a VERY good reason to revisit. We are not, 
in this case, reopening the matter. We only had a tentative agreement.

Jason: The reason we agreed only tentatively was that the tradeoffs 
were not yet clear. Then, after the call, there was considerable 
traffic on the list that indicated that article section paragraph was 
no the be all and end all.

DG: If that's agreed to, and I believe it is factually correct. Getting 
into the details, the fourth paragraph states that we need to capture 
the hierarchical rendering in some way. I took that to mean that we are 
still there. We still need to capture the hierarchical quality of the 

Jason: That's right. The big difference is the names. We need terms 
that people will understand, but that they don't have meanings 
associated with the terms applying to a specific level. We think that 
by making it slightly less contract specific we don't lose much but we 
gain a heck of a lot.

John McClure: My understanding of the tentative agreement reached was 
that the terms article, section paragraph were not. There was concern 
about the number of levels.

Jason: You capitulated on the use of Article. We didn't want everyone 
outside of North America to capitulate as well. Irrespective of the 
answer when dealing with contracts, the application of that 
hierarchical model [article, section, paragraph] to the realm outside 
of contracts is inappropriate. This application is significant enough 
to make us reconsider the application of these tags.

John McClure: There are many ways to deal with internationalization. 
Since we can qualify these things by different countries we may be able 
to address the naming requirements of different countries by having 
different DTD for each country and having transforms between them.

DG: Can we tighten this to something that is poll-able?

Dr. Leff: If I can add... there is a lot of work going on. There are 
several vendors of legal document assembly that might be useful to look 
at. On the subject of numbered paragraphs, doc-book supports that. As 
for parameterized clauses … [resources available on the web site]

DG: Is it possible to reach closure on this? I'd like to do a quick 
straw poll.
I would suggest voting on the specific requirements in section 7

John McClure: I'm not comfortable with this yet. This will have changes 
that will ripple through a lot of the work that has been done.

Peter: We will have a structural hierarchy, but the names are unclear. 
The hierarchical issue is not in dispute.

DG: Does that address your concern?

John McClure: I am saying that this document is incomplete. I don't 
know what the names are going to be. Jason established a format that we 
are all supposed to follow.

DG: John you have made your point.

Zorin: There is a difference between a vision statement and a 
requirements doc. I am a bit concerned if there are some consistency 

Jason: I put the vision in part 1...

DG: I have some particulars as well. But I would rather have a first 
vote on weather or not to end discussion. The distinction I am making 
is between general open debate and a vote…

DG: I move that we close general discussion on this matter and go 
directly to a vote on adopting this document as the general guideline 
for the purpose of generating our structural model

John McClure: I'd like to amend it. I'd like to add that this 
invalidates the general agreement reached on April 9.

DG: as opposed to invalidate, I'd say supersedes rather than 

John Messing: The doc seems to be trying to integrate the work of court 
doc 1.1 and building on top of that. Do I have that right?

Peter: It is more an issue of considering that work, not adopting it.

DG: I move that we close general discussion on this matter and go 
directly to a vote on adopting this document as the general guideline 
for the purpose of generating our structural model. It is noted that 
this supercedes the tentative agreement reached on April 9th.

John Messing seconds:
All in favor:

John McClure and Jim Kane voted no. No abstentions and the rest in 
favor. (Missing Greg who had apparently left the call.)
The motion passes 8 : 2

DG proposes that people work to provide amendments by email. Then we 
can vote on it. Then this will become our first official work product.

Rolly's scenario will be discussed next week. Further action on this 
matter is deferred to the list and vote at the next meeting

The next issue was the dispute resolution and construction contracts. 
I'd suggest we defer it on the basis of time.

Dr. Leff, so I should put these on the agenda for the next meeting?

DG: Dr. Leff, can you post the agendas going forward (including 

New business:

Jason: We have a room for the Monday and the Tuesday at low cost to the 
TC. I need to know if anyone is not planning to go to the conference

DM: I may not go to the conference

Jason: So I'll get that issue clarified.

DG: Thanks Jason.  And on the ABA meeting... we are on hold until our 
next meeting.

[Discussion of the probable dates of our meeting…]
DG: So we should hold Thursday through Sunday morning of that week. 
(Aug 7th through the following Sunday.)

DG: Dr Leff has made an interesting proposal for the work of the TC..

Dr. Leff: We could just have our own proceedings. Someone (the editor) 
could collect a document from each person submitting - and hand it out 
at the meeting. Possibly send it to some libraries. Another possibility 
would be to submit something to a publisher - such as MIT press’s 
“Journal of Markup Languages”. The people who have submitted papers and 
possibly someone else, could submit. Then we'd have our editor to 

DG: I thought that was a great idea. Not only do we have great IP here, 
but also there is nothing like a publishing deadline to get people 

Jason: Will we have work product by then? We don't want all of our 
papers to be speculative.

DG: It remains to be seen.

Dr. Leff, also, people from outside of the TC can contribute.

DG; That won't be the worst thing in the world. People here have 
interesting things to say. It would not bother me to have a robust 
published dialog prior to actually having a work product.

Dr, Leff: Should I send a letter to the journal of markup languages 

Peter: I think that the journal isn’t publishing anymore...

DG: Why not submit a proposal describing what would be involved and 
where we might be published?

Dr. Leff: There is no commitment incurred by inquiring.

DG: Do people think that's a good idea? Hearing  no objections, please 
go ahead. And if people have favorite journals, please email them to 
Dr. Leff...

DG: Thanks to all. We meet two weeks from today at the same time.

Meeting Adjourned

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