[legalxml-econtracts] Minutes Draft June 4 - v2

Folks,

 

I have received comments from John McClure and Jim Keane. They are
incorporated below and noted with *** to make it easier to compare this version
of the draft minutes with the version sent out earlier. As always, additional
comments or corrections are welcome.

 

Thanks,

 

Dave Marvit

Fujitsu Labs of America



 

------------------------------------

Draft Minutes (Version 2)

OASIS LegalXML eContracts Technical Committee

June 4, 2003 Conference Call.

 

Summary:

- 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.

*** -
Jim Keane has posted some comments about the conference call that are available
online at: http://lists.oasis-open.org/archives/legalxml-econtracts/200306/msg00006.html

 

-------------------------

 

The following were present:

 

Rolly Chambers

Charles Gillam

Dan Greenwood

Jason Harrop

Jim Keane

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 

documents.

 

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 

evolutionary.

 

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 

conversion.

 

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 

useful.

 

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 thought we were not allowed to continue a
debate once a consensus had been reached.

 

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 

data.

 

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 concerns about the tentative agreement -- all raised in my posts to
the list -- dealt with the naming of
the levels, and the number of levels; my concerns were not about the
hierarchical nature of the clause model. Generally, I was proposing that
Paragraph be content that can appear at any of the levels, thus invalidating
its use as a captionable item like Section and Article. Also, I expressed a
dislike for a clause model that did not use the very-common term
"clause" and used names like "Sub1Paragraph" and
"Sub2Paragraph". In no way, though, was I questioning the tentative
agreement on a hierarchical clause model. I was not at the meeting that reached
the tentative agreement, but was very pleased to hear that the
"recursive" clause model was not as attractive to the group as the
"hierarchical" clause model.

 

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 

issues.

 

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 

invalidates.

 

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.

 

***[In a note received after the first draft of the
minutes John
 McClure states
that "Following this, I made a motion to table the straw vote, a motion
that was improperly not voted upon."]

 

John Messing seconds Dan's motion:

All in favor:

 

John McClure and Jim Keane voted no. No abstentions and the rest
in 

favor. (Missing Greg who had apparently left the
call.)

The motion passes 8 : 2

 

*** [Note: After the call ended Jim Keane posted an
explanation of his vote to the mailing list.  It is available at: http://lists.oasis-open.org/archives/legalxml-econtracts/200306/msg00006

.html]

 

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 

slippage..)

 

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 

review...

 

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 

motivated.

 

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 

inquiring?

 

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