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"Law Functions" is a legal drafting technique to make contracts short, easy to understand and operative across multiple jurisdictions.
Here's an example where a contract party transfers ownership of intellectual property.
The table below shows the:
- traditional legalese equivalent on the left (106 words); and
- law function text on the right (11 words).
| Traditional Legalese | Law Function |
|---|---|
| The Developer Transfers IP Ownership of the Code to the Client. |
Benefits
The benefits are clear in the sense that law functions:
- shorten the length of the contract;
- make technical legal drafting easy to understand for everyone;
- make contracts faster to draft;
- create "client facing" language that doesn't change between jurisdictions; and
- "factor out" standard text so that it doesn't need to be changed or re-read during negotiation.
We're only just beginning to explore how these advantages change contracting.
The problem and why it matters
Legal agreements govern almost everything important but legalese makes them hard to read.
Legalese references centuries of case law and legislation, which have evolved to manage the world's complexities, edge cases and loophole seekers. Legalese is there for a good reason - to use really simple, commercial language is risky.
Law functions solve this problem, though. The approach keeps all the legalese in the document, it just doesn't clutter the "user interface" portion with it.
To make the law more accessible, non-lawyers should be able to make sense of contracts. We don't need to have legal agreements where crucial sections are unintelligible to ordinary people.
More examples
We use law functions for:
- confidentiality;
- limitation of liability;
- dispute resolution processes;
- end agreement boilerplate; and
- restraint.
How it works technically
Law functions are legal document definitions containing provisions that inherit meaning from the clause using the definition.
We write the following in the client facing part of the document.
The Developer Transfers IP Ownership of the Code to the Client.
The italic terms in the definition meaning below inherit from the sentence using the definition above. In this case, assignor is "Developer", assignee is "Client", transfer subject is "Code".
- The assignor assigns all current and future Intellectual Property Rights in the transfer subject to assignee.
- The assignment is of the Intellectual Property Rights is global.
- The assignor warrants and represents to assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee's legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
- The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
- The assignor gives (and where it does not hold the relevant moral rights warrants that it will obtain) any moral rights waivers and consents necessary to ensure the assignee can deal in the Intellectual Property Rights in the transfer subject in accordance with this clause without infringing moral rights.
This approach makes the use of law functions very flexible and reusable. Here are a few more examples for this law function. In the examples below, red text represents the law function call and blue text indicates the law function’s arguments.
The Writer Transfers IP Ownership of the Copy to the Company.
The Designer Transfers IP Ownership of the Design to the Customer.
We often find ourselves using law functions a few different ways in the same document.
Use it! :)
If you're interested in using this approach, please get in touch! We’d love to speak with businesses who want to implement law functions in their contracting and lawyers who’d like to work with us to draft open-source language for more areas.
