Defining terms is a widely used technique in contract drafting. Arguably, definitions make contracts shorter and clearer, because there is no need to re-define a term at multiple places and because it ensures consistency of interpretation across the contract.
Defined terms are usually capitalized to alert the reader. Their definitions are either included in a central glossary (in the first article of the contract or an annex) or in the body of the clause using the defined term.
All of this is based on good intentions, but the road to hell is paved with good intentions and contract definitions went happily down this road.
I get to spend a lot of time with software engineers and we often compare legal drafting (laws and contracts) with software code. These disciplines are closer to each other than what you may think.
In a recent discussion with a friend about a complex contract, I was pointing at how multiple conditional provisions were badly interacting with each. My friend – who is an engineer and a business owner – explained me that software engineers used to experience similar issues with engangled loops and conditions, and found methods to mitigate them by switching from “imperative programming” to “declarative programming”.
From what they claim, declarative programming allows the code to be comparatively more concise and easier to read, maintain and reuse. These promises cannot leave a contract lawyer indifferent, so I wanted to give declarative drafting a try.
The Belgian Government has announced its intention to draft a ‘digital agenda’ for the coming years. This is an opportunity for the Belgian startup community to establish a shortlist of its needs and priorities, in order to make Belgium a better ecosystem for startups to blossom and grow. At the initiative of a small committee, a ‘Belgian Startup Manifesto’ is currently being crowdsourced (you can read the whole story here and some interesting contributions here, here, here and here).
I am not myself a techie, but I have a pretty good view on legal challenges faced by startups, plus I have recently co-founded a small law firm, which gave me a few insights that I’m willing to share (in no order of precedence). Continue reading