June 05, 2006
XML and Contract Drafting
"Markup language" is the stuff in your computer-generated documents that you don't usually see on the screen -- codes, attributes, comments, and so forth. Extensible (or "eXtensible") Markup Language (XML) is a popular kind of markup language that allows a great deal of flexibility in assigning those attributes. It's that flexibility that's led to a lot of spontaneous development. And it's that spontaneous development that might lead to problems for those of us in the contract world, says Lawrence Cunningham (Boston College) n a new paper, Language, Deals and Standards: The Future of XML Contracts, forthcoming in the Washington University Law Review. Here's the abstract:
eXtensible Markup Language (XML) structures information in documentary systems ranging from financial reports to medical records and business contracts. XML standards for specific
applications are developed spontaneously by self-appointed technologists or entrepreneurs. XML's social and economic stakes are considerable, especially when developed for the private law of contracts. XML can reduce transaction costs but also limit the range of contractual expression and redefine the nature of law practice. So reliance on spontaneous development may be sub-optimal and identification of a more formal public standard setting model necessary. To exploit XML's advantages while minimizing risks, this Article envisions creating a publicly oriented foundation to set XML-based standards for the private law of corporate contracts. The Article's specific inquiry
concerning corporate contracts illuminates XML's broader implications, making the standard-setting model it contributes adaptable to other contexts.
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