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Subject: Draft minutes Nov 19th conference call

Hi all,

Here are the draft minutes from the last conference call. Our next call 
is on December 3rd. That gives people a bit more time than they have 
had lately to get back to me with any comments / corrections / 
adjustments / excoriations on the minutes. Please let me know. And in 
any case, I'll look forward to talking with everyone on Dec 3.


Dave Marvit
Special Projects Consultant
Fujitsu Labs of America

Draft Minutes
eContracts Conference Call
Nov 19th

In attendance:
Dr. Leff
Chares Gillam
Anders Tell (as an observer)
John McClure

Dr. Leff is acting Chairman in Dan’s absence

Roll Call [see above]

The group decided to defer approval of the minutes until the next 
meeting so that folks can have a bit more time to read them.

Jason invites Anders to introduce himself.

Anders explains that he works for Business Collaboration Toolsmith in 
Stockholm Sweden. He comes from eBXML. Anders is also a Swedish 
delegate inside UN/CEFACT. Has been working with biz collaborations and 
ecommerce for a while.

Anders: The reason I joined this group is because I am a team lead for 
project contracts and […?] I am aiming at creating unified business 
agreements and contracts.

I am trying to identify various types of groups in this domain.

We are also conducting a research activity Dec 6th. On a Saturday we 
will spend a whole day talking about contracting in general, and where 
the research community is. On December 12th we will have a face to face 
in Vienna.

Jason: We are doing 2 things. We are putting together a comprehensive 
requirements document. It addresses the totality of what the group is 
trying to do at the moment.

The second thing we are doing is trying to make progress on 
representing the structure of a contract. We are interested in 
representing in XML the kinds of documents that lawyers typically 
draft. We want to both do clever things with them as well as 
regurgitate them. We want to put on top of that structural 
representation, the semantic, and meta information that can be layered 
on top.

What we are talking about today is the structural model. The TC has 
been trying to come up with the best structural model for representing 
the world of contracts, but also with an eye towards the fact that the 
kinds of things you see in contracts are in other documents as well. We 
are trying to put together a clause model that works for contracts but 
would also have a wider applicability.

At the moment there is an existing model on the table that captures the 
existing structures of contracts rather well. The issue we are 
grappling with his what you might cal the list sub-clause continuum. If 
you have a list of text and you follow it with a bunch of text items: A 
something, B something or other, C more text…

There is the possibility of representing that 2 ways.  Sometimes you 
will look at this in a contract and say that is a list that is part of 
a sentence. Other times you will see them and say that they are 
free-standing items and can be used separately. At the ends of the 
spectrum it is fine. But in the grey area the question is how to mark 
it up.

We are trying to see if the structural model –does it give people 2 
ways to mark it up depending upon where they are on the spectrum, or 
should we give them only one way to mark it up regardless of where it 

The grammatical paragraph model is called that because it has an 
element that tries to represent a grammatical paragraph rather than a 
typographical paragraph.

What I am suggesting is that a grammatical paragraph model needs to be 
distinguished from a typographic paragraph model. You would capture 
separately the list. The list would not be in the same paragraph as the 

With the grammatical paragraph model when you say there is a list of 
colors, r,g,b. In a grammatical paragraph model you have “here is a 
list of colors, r, g, b”. The alternative is to say, here is a list of 
colors” and then have as a sibling the list itself.

I am suggesting that we do away with the grammatical structure 
altogether. You always have the list as a sibling.

The primary benefit is that an author never has to decide which way to 
mark it up. The author never needs to decide to put list inside 
paragraph. It will always be a sibling.

We were struggling when to use the item model. When we tried to reuse 
our item model in the context of a list we had to say … generally we 
are making a distinction between lists and sub-clauses, but when you 
say you are trying to put a sub-clause inside a list we are saying ... 
we want to promote reuse of these items up and down the clause 
structure. But if you want to reuse it in certain places we have to put 
constraints on the clause model so it would make sense.

If you have a list you would not want a sub-clause inside a  list 
because it doesn’t make sense hierarchically.

We make this distinction between list and sub-clauses that we then have 
to manage.  A key insight form Peters document is that there really 
doesn’t need to be a distinction between lists and sub-clauses except 
in terms of how they are numbered. If that’s the only difference 
between the two things from the author’s perspective, and that’s all 
that they care about, then let’s represent these two structures the 
same way and let them chose an attribute that lets them chose the 
numbering one way or the other.

Dr. Leff: I think that was an excellent summary.

Jason: Thanks.

Peter: Yes, I think that covers the basic issues.

Jason: Well, I guess that people should then express their view on the 
basic issues….

John McClure: And containers for lists…?

Peter: It does present another view of a solution to the problem. There 
are things I like about it. The complete simplicity and reusability is 
very appealing. The ability to pick something up and move it is the 
high-water mark on that point.

But there is a range of things we need to take into consideration for 
the model. 1. The removal of the grammatical paragraph container and 
the implications of removing it. There are advantages  - for the 
authoring. One example is putting in a table. Where does it go? But it 
does create potentially very sloppy data. To some extent it could be 
controlled by the application.

More concerning from my point of view, using a DTD model there is no 
way to constrain the structure of the document. This model abolishes 
the distinction between the narrative and outline. At all levels of the 
document you can mix text content and items.

This would leave lots of work for applications …That’s actually my 
biggest concern – it allows people to create extremely ugly data that 
would be hard to wok with.

John McClure: Jason, the use list numbers. I take it that’s used to 
distinguish between the items that are part of the narrative content 
from those that are part of the outline.

Jason: As you say, I went with “use list numbers, t or f?” because I 
think that’s the simplest concept for authors.

In Australia typically a document won’t distinguish between list 
numbering and sub-clause numbering. You might have a top level numbered 
1, then a level below 1.1 then the level below will be labeled A.
In America there generally is a distinction between a sub-clause and 
numbering as a list. That third level might be 1.1.1

At the top of page 7 I suggested a number of names and values. 
Attribute hierarchy = narrative or outline.

If we want to enshrine this distinction between outline and narrative 
this would be a good place. The author could simply pick.

It let’s you number it as a list or a sub-clause. Maybe Peter has some 
thoughts on what that attribute could do because it might solve some of 
his concerns making a distinction between narrative and outline.

John Messing: I am concerned about using the same element as the 
container for lists and sub-clauses. There are wildly different 
conceptual attributes between clauses and lists. It seems that the 
objective is to overload a term, “item”. I am just reflexively 
concerned about that.

I tend to favor the HTML approach . I’m still not convinced that we are 
saving the author a great deal of trouble by overloading the item 
element with that dual function.

Jason: I understand, and I have 2 comments. First, we’re very 
definitely trying to overload the item container with the view of 
getting reuse up and down the hierarchy. If you do value that reuse up 
and down the heirarchy, then it helps to have one item that you can use 
in those various locations, and it probably makes sense to have one 
container. If reuse is not so important then the reason goes away.

Second, we should start to explore what the completely different 
attributes are that we might need to be worrying about.

John Messing: Well, clauses, for example, might be getting pulled from 
a clause library. It is not a sharp delineation between the two. But if 
they are putting in a clause it seems that they should be putting in a 
list element. If they are putting in a clause…

Jason: If you just put in a list item without looking at text above or 
below you often wouldn’t be sure what it was – list or clause.

At Speed-legal we … we keep coming up against the fact that something 
has been used as a list but it has every right to be stored as a 
clause. The simple paragraph model allows you to be able to reuse it 
all – even if you don’t want to be able to reuse them.

It will be up to people to think about how these clause libraries work. 
If you are someone who creates a simple list, with one word, you will 
never want to use that in a clause library. And then, what systems do 
you put in place to make sure that it isn’t put into a clause library, 
or at least isn’t recovered form the library in response to a search?

Dr. Leff: Managing references to obligations may also be an issue.

Peter: I think that the issue is that the boundary between them is not 
clear. Many things could be clauses or lists and that generally up to 
the author’s preference and that boils down, generally, to how they 
want to number things.

So, I think it is going to get down to how people use it in practice. 
You will have to apply metadata to it to determine if it is an 
obligation or not.

Dave: It seems that what is happening here is that as we simplify the 
structural layer we are simply moving the complexity elsewhere. These 
issues still need to be addressed, but they may be addressed at a 
different level.

Peter: I would agree with that.

John McClure: So the cost of going with an item element is the loss of 
a grammatical paragraph, is that right?

Jason: No… In principle you could have a grammatical paragraph and an 
items element. Peter’s doc had a grammatical paragraph that allowed you 
to put an item in it or as a sibling to it.

You could have an items container inside a paragraph or next to it.

If you allow that items container inside the paragraph or next to it, 
then you are asking the author to make a choice. This is equivalent to 
asking them to decide if it is a list or a sub-clause. It isn’t the 
item that’s at issue. It is if you want to get rid of these two ways of 
doing things that you have to get rid of the grammatical paragraph.

John McClure: It seems to me that if you want to establish a library of 
clauses and other stuff it would be at the paragraph level. And if we 
don’t have paragraphs represented that would make things more difficult.

Jason: It certainly would. But my assumption is that it would be at the 
item level. The claim would be that you are never interested in using a 
paragraph in a clause. You are interested in using the clause, and 
that’s what you want to reuse, and that’s what the metadata would speak 
to. Item would represent the atomic level of reusability.

Peter: I am not completely convinced of that. You can’t exclude the 
reusability of paragraph level … it is not that common, but it could 

You get chinks of clauses that you want to reuse in signatures for 

Jason: There is a whole question about the reuse issue and if that’s 
part of the standard or not. We could standardize that or leave it up 
to the individual vendors. As a vendor I would make item my primary 
reusable object, but there is nothing in this model that would stop you 
from reusing a simple paragraph, albeit not a grammatical paragraph.

A good example is contracts that have a termination clause and a clause 
about what happens after termination. Often you want to use those 
together. I would be interested in having a grouping container that 
would allow you to reuse two or three of them at once. If you wanted to 
do that with clauses, you could do the same with paragraphs.

That is the kind of stuff that we can layer on top of the basic model 
after we have the basic model right.

Dr. Leff: I’d like to point out that there may be other purposes for 

[Dave comments that the grouping could exist at a meta-level and 
therefore Jason’s model does not demand that items be atomic]

John McClure: Well, I agree, Dave, that the grouping is really a 
metadata issue. Jason, may I discuss you comments on XHTML2.0? You said 
that there were a couple of problems in adapting the XHTML2.0 to a 
simple from a grammatical paragraph model. The question I’d like to ask 
is how adequate is XHTML2.0 as a representation of grammatical 
paragraph model?

Jason: I haven’t analyzed it form that point of view so I wouldn’t want 
to comment in any detail. It comes back to the observations I made last 
time around. 1. We ought to be trying to come up with our own ideal 
model and once we understand what that can offer us and then compare it 
to XHTML2.0. Then, whatever XHTML2.0 offers us in terms of the clause 
model, it is still just the clause model. We still need to represent 
the signature blocks and the parties and all of that.

Now what I am saying is lets’s compare XHTML2.0 to A. a grammatical 
paragraph model, and B a simple paragraph model. As I understand the 
tradeoffs, a simple paragraph model is the one that appeals to me the 

John McClure: Is my understanding correct that we could establish a 
module that establishes those items as an add on to the ones provided 
by XHTML2.0?

Jason: Yes, we could. But where we end up fitting in the pantheon of 
various compliance levels I’m not sure. We wouldn’t be a strict subset. 
This comes down to – when you look at the totality of what we are 
doing, how much of XHTML2.0 are we using and how much are we throwing 
away because it adds complexity that we are not using. The second is 
more of a marketing issue.

John McClure: So you are seeing advantages of being associated with 
XHTML2.0 as opposed to DocBook?

Jason: Well, I do think that’s so. But I’m not part of the W3C so I 
have no idea how far we are from completion. But it is a grammatical 
paragraph model and I don’t think it is the best way to represent 

John McClure: Yes, but we know that there is a lot of momentum behind 

Jason: There are interesting things here. Remember that the whole 
reason we are talking about XHTML2.0 in some detail is because it is 
different from 1.0. And note that Microsoft has announced that IE6.0 is 
the last version of IE as a standalone. I’d be wondering , from the 
point of view of web page authoring, what’s so bad about 1.0 authoring 
and editing that will make people move to 2.0 if and when it is 

John McClure: It seems to me that it would be a lot easier to sell 
people on doing more of what they are already doing today then asking 
them to change into a Legal XML orientation.

Peter: I think that a lot of what John is saying is true. We have to 
get these issues squarely on the table. The truth is that we don’t know 
how it will shake out. But in the mean time we need something. XHTML2.0 
does impose this arbitrary boundary that both Jason and I think is a 
hindrance. Its list model is terrible. Is it worth developing an 
alternate model? I don’t know. But I don’t think we lose a lot by 
putting together an alternate model that will be of use to a lot of 

John McClure: If we had a clause model that incorporated a grammatical 
paragraph model and a container for lists, that would address the 
concerns about the proposals that are on the list.

Peter: Well, you can take the model I proposed and translate it into 
XHTML2.0, so that the fact that it uses fewer elements is not an 

What we are finding with all of these approaches... we are trying to 
find something .. we are worshiping the gods of simplicity and 
reusability, and a few others as well. We have to decide which of these 
are the most important to us.

Dave: So, what should be our next steps?

Peter: I’d like to explore, with Jason and others on the list, some of 
the issues that have been raised. I think we need  a little more 
exposition on how Jason’s proposal could be implemented . Let’s have 
these issues put to Jason

Dave: Given the Thanksgiving holiday we have 2 weeks before our next 
meeting. That should give us time to generate questions for Jason and 
also allow him time to generate responses.

[Dan joins and moves to adjourn the meeting.]

Meeting adjourned.

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