Drafting as Coding
I’m in the middle of the transition back to straight legal work, signified by a functioning desktop computer and a fetching new lunch sack. Thus far my assignments have been fairly simple, primarily document review, but my ongoing engagement with the tech world here in Portland has irrevocably changed the way I view such documents. Now, I can only see them as code.
When you read a programming manual, For Dummies or not, it typically states a set of design principles. Among these is the notion that code should flow cleanly, be organized, and to the extent that it is possible, tell the story of what’s going to happen if I compile the program. A contract is fundamentally no different, except the machine you’re compiling the program on is usually a court of law, regulatory schema, or (often) another body of code, like a default statutory scheme. The contract receives inputs and outputs results according to the scheme.
Obviously, the impact of a bug in a contract can have just as large a set of ramifications for everyone involved – you’re asking the courts to provide tech support. Not a good plan. And, just like programming languages, legalese can produce, promote, and sustain fictions (see, for example, Enron). The more creative the mind behind the code, the bigger the lie you can perpetuate. In programming, that equals awesome game experience. In law, often not as cool. On the other hand, the same capacity to exist in PretendTown allows you to duck some of the more egregious chunks of the American legal system. Creative Commons is, after all, nothing more than contracting around copyright law.
I think the metaphor has legs and want to try to document some examples as the year unfolds. If you’re a coder and want to contribute some particularly “narrative” code, I’ll try to come up with a complementary example in the world of legal drafting. In the meantime, let us all keep our code (and hands) squeaky clean.
An Exciting Development
Most people who’ve interacted with me know that I have a law degree. Some even understand that I’ve been using that degree in the role of general counsel for Extreme Arts & Sciences for a while now (along with driving web stuff and product development, which are easily the bigger parts of that job). I’m also trying to keep my toe in the ever expanding internet v. intellectual property traditions adventure. And, of course, when you’re a lawyer, you get the usual range of “can you do a thing for me?” inquiries. Many of those I’ve had to redirect or turn down, either to ensure that the people involved receive competent counsel in a highly specialized area, or because I was simply too busy to justify both the project and the project management hours required. I didn’t hang a shingle after leaving my previous firm precisely because there was no way to balance the demands of minding the shop, the legal work itself, and my commitments to EASCI. Without hiring someone, there didn’t appear to be a solution to the “running the store” part of legal work.
Until now. A fellow named Chris Matthews recently left Perkins Coie to play in the street, founding a firm called Workbench Law. Workbench is focused on real estate transactions, general corporate counsel work, and “spirit guide” participation in emerging companies, providing people/legal/regulatory advice as required, brokering deals, and generally just working alongside start-up companies as they move into adolescence. Chris has nearly three decades of experience in transactional and corporate law, and is a heck of a lot of fun besides. He’s a lawyer with none of the standard – dare I say asshole-ish – traits that the profession so often drums into its membership.
I’ve accepted what amounts to an as-needed associate position for Workbench Law. Chris needs help, and particularly once we beat django into submission, I’ll probably have about 20 hours per week to give him that help. As for myself, I get all the office support that I previously lacked, an amazingly experienced and intelligent senior partner to work with and pester with questions, and best of all, a chance to do the stuff I went to law school to do; help small and start-up companies do great things.
So for anyone who’s ever pinged me about some thing or another, the answer has changed. If anything comes up, I’d be honored to hear more about it. You’ll get handy-dandy associate rates, backed up by the deep experience of Chris and the wicked skills of the paralegals and other attorneys in his employ.
Soon (probably January 2009), http://www.workbenchlaw.com/ will be up and running with more information, but for now, shoot me an email with any questions at the regular old gmail address. Strictly speaking, I “start” in January as well, but only because of the Blizzard of aught-eight and that whole holiday thing.