by Joe Dewey



Development of code-based contract development application and execution of code created contracts as ‘smart documents’



This article discusses two separate, but inherently related, concepts. The first is the development of a platform that lawyers can use to generate legal contracts based on code-based principles (e.g., object oriented design patterns). This should not be confused with historical attempts to develop automated document generators. The later approach has generally relied upon the creation of a Word or PDF template document that has tags or other meta-data within it where user provided information is then used to populate those tags with deal specific information. The author of this article believes that contracts can (and should) be constructed using many of the same principles used by software engineers in developing software applications. As used in this article, the phrase “contract code” refers to the output of the proposed platform that is in a machine readable format (e.g., a JSON object).



The second concept is a system that permits the integration of the contract code distilled from a traditional “paper contract” with the blockchain. With the growing popularity of cryptocurrencies, and more importantly, blockchain technology, the notion of a ‘trustless’ and automated peer-to-peer transaction seems more like an imminent revolution rather than a techy alternative. These ‘smart contracts’ will transform the concept of contract performance — complex transactions uploaded onto the blockchain will have the ability to set off a host of automated contingencies, requiring significantly less human input and oversight. But in order to maximize this potential, the way lawyers and clients approach contractual relationships and how they view contracts will need to change in several important ways. This article proposes an open source and transparent platform that can be used as a starting point for a new approach to contracts and contract drafting.



