A Legal English Macro Language

A Few Notes.md

An experiment in extending the idea of mutatis mutandis agreements to a legal English macro language for repeatable, tailored contracts without software.

The idea is that a form agreement requiring dickered terms (e.g. interest rate on a note), alternative provisions (e.g. single or double trigger vesting), and optional provisions (e.g. stock redemption rights) could be appended verbatim to a cover sheet that applies substitutions to the form, resulting in a tailored agreement. Ideally, the cover sheet approaches the look of a term sheet with the addition of an agreement as to the form to be used, and reproducing still fewer "standard" terms.

Because the tailoring mechanism is textual replacement, rather than cross-references or defined terms---syntactic, rather than semantic---existing forms can be adapted to exhibits quickly. It doesn't matter what the agreement says, as long as chunks of it can be replaced.

Cover Sheet.md

Agreement

Replacements Table

Placeholder	Text
...	...

Selections Table

Selection	Choice
...	...

Options Table

Subdivision
...

Terms

The parties hereby enter into the Agreement, with the following modifications:

1. Replacements.

2. Placeholders. Each Text Placeholder in the Agreement is replaced with the text in the "Text" column of the Replacements Table that is in the first row of the Replacements Table containing text that Matches the Reference of the Text Placeholder in the "Placeholder" column.

3. Selections. Each Selection in the Agreement whose Heading Matches text in the "Selection" column of a row of the Selections Table (an "Applicable Row") that also contains text that Matches the Heading of a Subdivision of such Selection (a "Chosen Subdivision") in the "Choice" column of the Applicable Row is replaced, in its entirety, by the Chosen Subdivision. (In the event that more than one row of the Selections Table contains text in the "Selection" column that Matches the Heading of a Selection, all such rows except the first are disregarded.) Each Selection in the Agreement not so replaced is replaced, in its entirety, by the the first of its Subdivisions.

4. Optional Subdivisions. Each Optional Subdivision in the Agreement whose Heading Matches text in the "Subdivision" column of a row of the Optional Subdivisions Table is preserved. All other Optional Subdivisions are omitted in their entirety.

5. Defined Terms.

6. The "Agreement" is the document attached hereto as Exhibit A.

7. The "Replacements Table" is the table so titled above.

8. The "Selections Table" is the table so titled above.

9. The "Options Table" is the table so titled above.

10. A "Subdivision" of another Subdivision or the Agreement (either, the "Parent") is a paragraph, article, part, section or other numbered textual component of the Parent.

11. Some text "Matches" some other text if the texts are equivalent, without regard for semantically insignificant typographical differences ("Equal"), or sufficiently similar that a reasonable person would interpret the the texts to have been intended by the parties to be unambiguously Equal absent typist error. Text in the Replacements Table and Selections Table shall be presumed to Match some Heading or Reference, as applicable for the purposes of Section 1, rather than to be without effect.

12. A "Text Placeholder" for any text comprises a set of square brackets surrounding Matching text. For [example], this sentence contains a Text Placeholder for the text "example".

13. The "Reference" of a Text Placeholder is the text appearing within the square brackets of such Text Placeholder. For [example], the Reference of the Text Placeholder in this sentence is the text "example".

14. The "Number" of a Subdivision is the numerical designation appearing at the beginning of such Subdivision that uniquely identifies such Subdivision.

15. The "Heading" of a Subdivision is the text in bold or underlined type appearing immediately after the Number of such Subdivision, omitting any Selection Marker, terminal period, or space. The Heading of Section 1.1 is "Placeholders".

16. "Selection Marker" means the text "Selection: " at the start of a Heading.

17. A "Selection" is a Subdivision whose Heading is preceded by the Selection Marker.

18. "Optional Marker" means the text "Optional: " at the start of a Heading.

19. An "Optional Subdivision" is a subdivision whose Heading is preceded by the Optional Marker.