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by rv-de 2711 days ago
What I don't get. And I suppose I am speaking here for 99% of all developers without a background in law.

How can it be so difficult to create a contract framework? How can there possibly so many variations on that theme that you need a lawyer to do that?

I do understand that there are circumstances where legal advice is necessary. But at least 90% of all freelance (and other) contracts should be coverable with a manageable number of if-else-conditions.

Also the question whether the framework is applicable should be answerable through a couple of if-elses.

I can't wrap my head around it.

4 comments

How can it be so difficult to build a software application? How can there possibly be so many variations on that theme that you need a programmer to do that?
The difference is if you want to build it yourself there is an infinite amount of documentation on how to do it freely available. I'm pretty sure if you started on google with "how do I make my own website" you would end up with something passable in a months time.

If you google "how do I write my own contract" you go down a rabbit hole of impossible to reconcile contradictions and absurdity.

> If you google "how do I write my own contract" you go down a rabbit hole of impossible to reconcile contradictions and absurdity.

I find legal drafting and programming to be remarkably similar. And I think you get the same rabbit holes when googling either way, but when you're developing the feedback you get for the "solution" you found on Google is almost immediate. The function either works as you expected or it doesn't. When you're drafting an agreement you might not find out that the snippet of legalese you found worked in a way you hadn't anticipated for years, or decades later, if ever.

There's also the added complication that the law is constantly changing. When you're developing you know you're using Language X v10. And when the meaning of a reserved word needs to change, everyone upgrades to v11. We can't (yet!) update all of our contracts every time a court ruling calls the interpretation of a clause into question. Add to that the complication that sometimes the courts don't even agree on the interpretation of something for years. It's as though a team of programmers are all working on the same project without a GitHub repo.

Source: Lawyer who codes.

As “code”, one problem is that the contract is only “compiled” and “run” if and when things go very badly indeed — on a compiler that is extremely expensive, loosely specified, and non-deterministic.
Wait what? The law is very well documented. Just because you can’t easily comprehend it, doesn’t mean anything.

If I gave you documentation for Oracle you’d probably be at a loss too. My friends mom had a book stack one meter high off the floor.

IANAL either, but if you go to a lawyer (as a freelancer/contractor) for a contract they're basically going to take one off the shelf and hand it to you. They might change one or two lines to be specific to the type of work you do, or run it through a couple if-else conditions that aren't relevant to everybody. But in the few times I've dealt with contracts the boilerplate percentage was well above your 90% mark.
You could theoretically say the same thing about a CRUD app
good point - the 90% though was not referring to a single contract but overall the share of contracts that could be dealt with via a framework.
Everything is easy when it is easy.

Why do we even need written contracts? Isn't your word good enough?

When things go sideways is when you need a legally sound contract.

For example, if there was a dispute, every overbroad term in this contract will be fought over in court (this example has words like 'everything' and 'any reason' figuring out what these words mean in court will cost tens of thousands of dollars in legal fees. And, after you pay all your legal fees, a judge will decide what you meant.

But you are referring to the task description.
Kind of naïve analogy would be to see how "easy" it was to establish free software licensing and how much versions exist.
If the number of FSLs is ballparking the to be expected number of variations for a freelance contract then I don't think that framework will be an issue at all.

https://opensource.org/licenses/alphabetical

Not that many licenses really.

They don't involve payments, modifications, or deadlines, expressly disavow rather than assign IP claims, and don't have any local employment or contract law implications so the number of variations certainly isn't in the same ballpark

The fact the number of variations on the simplest possible EULA still approaches 100 does rather underline why lawyers are still used for more complicated things though.