Corporate Lawyer Creates Wiki to Share Legal Forms

A new legal wiki, Standardforms.org, has been launched to provide a free depository of sophisticated legal documents. Notably, the site is not intended to serve as a cache of ready-to-use legal forms. Instead, its founder hopes that the wiki feature — which allows anyone to add and edit forms — will provide a vehicle for lawyers to improve the forms and lead to a consensus of what they should say.

Here is how the site’s founder describes it:

This wiki is a simulation of what lawyers call “the market”. It is a sandbox in which you can draft legal agreements the way you think they should look like. Others can disagree either by further revising the wording or by leaving comments. That same process happens every time a legal agreement is being negotiated. Here it is done in the open – for everyone to see and participate.

The goal is find a consensus of what should and what should not be in legal agreements.

The wiki has fewer than 10 forms posted so far. They include a mutual nondisclosure agreement, Series A term sheet, certificate of incorporation, Series A preferred stock purchase agreement, merger agreement and credit agreement.

The wiki’s developer, Florian Feder, is assistant vice president and counsel at Brown Brothers Harriman. He describes himself as “interested in the art (science?) of contract drafting and in ways of making this process more efficient with the help of new technologies.”

To keep up with developments on the wiki, follow @standardforms on Twitter.

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  • Hey Robert- good to see your face again.

    I’ve integrated my lawyer and mediator sides to become known as the Contract Mensch because I was concerned about services business owners (typically wedding entrepreneurs) who feared their contracts.

    My book, Who Else Wants a Hassle Free Contract includes a discussion of the 5 types of contracts wedding pros need. The contracts are written with a collaborative approach that makes the signers teammates not adversaries. I applaud Florian for trying to take the legalese out and put more transparency in, which is my motto too.

    Thanks for sharing this. It really inspires me.

    Warmly
    Dina

    Dina Eisenberg
    PositivelyWed.com
    @DinaEisenberg

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    • Florian Feder

      Ken – Thanks for this analysis. Great to see that you take the time to at least critique my idea. Now how about you take it a step further? Go into the NDA that I posted and revise it according to your suggestions. Strike the flagrant archaisms and replace them with elegant modernisms. Reduce the use of “shall.” You can even add annotations in footnotes.

      Maybe you and I and other interested lawyers will then actually create a thing of beauty together.

  • In a recent post on my blog (http://www.koncision.com/rigorous-crowdsourced-contracts-it-aint-happening/), I argued that the notion of using “crowdsourcing” to create rigorous form contracts isn’t viable. Florian’s response, via Twitter, was that it has already happened, at standardforms.org. Prompted by your blog post, I thought it time that I check out at what standardforms.org has to offer. After all, my objections were to the concept, and they might well be rendered irrelevant by the facts on the ground.

    I had a look at one of the contracts on offer, a mutual nondisclosure agreement. Why that one? Because it’s short, and because my work on Koncision’s confidentiality-agreement template is still fresh in my mind. But I think it’s fair to assume that the NDA is representative of what standardforms.org has to offer.

    In any event, the standardforms.org NDA is problematic, for three reasons.

    First, it’s constructed with usages that represent the worst sort of legalese: Flagrant archaisms (e.g., “NOW, THEREFORE” and “this _________ day of __________”). Redundancy (e.g., “made and entered into”). Misconceptions (e.g., that the traditional recital of consideration serves some purpose). Unhelpful legalisms (e.g., “such” used instead of “that”). Drastic overuse of “shall”. I could go on.

    Second, the substance only scratches the surface of what you might want to include in an NDA.

    And third, currently there are no annotations explaining the implications of any given provision.

    So it would be reckless to use the standardforms.org NDA as a basis for creating your own contract.

    Of course, the site offers the disclaimer that its goal isn’t to provide ready-to-go legal forms. That’s disingenuous, given that on Twitter Florian has said that this NDA is “a simple NDA that should work for almost all situations where businesses exchange confidential information.”

    Even if you assume that it is indeed intended as a starting point, it seems fanciful to think that you could put online something so suboptimal and expect it to turn into a thing of beauty. If Florian hasn’t put in the necessary work, how can he expect others to do so? I gather that his wiki has been online for a few months, but I see no sign of activity. It’s a safe bet that standardforms.org will continue to be moribund.

    And no, I’m not posting this comment because the standardforms.org NDA somehow competes with Koncision’s NDA. If I felt the urge to critique every free model NDA offered online, I’d have little time to do anything else.

    Instead, I find pernicious, and somewhat smug, the utopian notion that all you need to create rigorous contract language is some of that social-networking magic. Contract language is highly specialized; traditional contract language is dysfunctional; the substantive issues underlying any contract are complex; and the stakes are high. So contract drafting isn’t conducive to dilettantism.

    To the extent anyone buys into the idea that crowdsourcing is the solution to what ails contract drafting, they’re barking up the wrong tree. And what standardforms.org has to offer is evidence to that effect.

    • Ken – For me, the key line in your comment is this one: “It seems fanciful to think that you could put online something so suboptimal and expect it to turn into a thing of beauty.” To my mind, the fanciful part may be believing that lawyers will do this. Various attempts over the years to create various types of collaborative legal websites have failed due to inertia, more than anything. I love the idea of Standardforms.org, but I fear that it’s fanciful to expect lawyers to devote the time that would be required to turn contracts of any kind into things of beauty.

    • Florian Feder

      Ken – Thanks for this analysis. Great to see that you take the time to at least critique my idea. Now how about you take it a step further? Go into the NDA that I posted and revise it according to your suggestions. Strike the flagrant archaisms and replace them with elegant modernisms. Reduce the use of “shall.” You can even add annotations in footnotes.

      Maybe you and I and other interested lawyers will then actually create a thing of beauty together.

      • Florian: It’s hard to see how a specialist would have anything to gain from participating in a crowdsourcing initiative. Besides, I’ve already produced a model NDA, namely Koncision’s confidentiality-agreement template. And it uses ContractExpress, so it’s infinitely more versatile than a wiki. Of course, it’s not free, but prizing “free” over everything, including quality, is counterproductive. Ken

  • Bob, thanks for publishing this great idea. I have always supported more collaborative crowd sourcing sites for our profession such as this one. I will try to attract others to it in the hopes of enriching the dialogue and content there. (P.S. I had a great lunch meeting with Bill Wein last week through a mutual friend that he and I share. I did not know of your connection to IMS and their “Bullseye” newsletter, only learning of same this morning via their wesite. Please let me know more about how you guys began!)

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