Draft Minutes - September 3, 2003 Conference Call.

[Jason Harrop <jharrop@speedlegal.com>]

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.