I’m a lawyer and have programmed very simple things in very simple programming languages, and I endorse both your Contracts 101 description, which is very easy to understand and also accurate, and your parallels with computer programming. Your focus on risk allocation is spot on. I promise to do something for you, you promise to pay me, and the other 50 pages are just risk allocation and rules on how to parse the risk allocation.
Re patches on top of patches: There is some truth here. For context, there are two reasons that contracts I work on end up looking like this. The first is that the patches are carve-outs for some very particular contingency the client is worried about, and because they’re not lawyers, they don’t understand the non-patchy things that address their concern, so they want something specific addressing their concern. The other side tends to agree because they, too, know that the patchy thing is superfluous. It’s sort of like if you were a programmer who was really bad at math, and you wanted to print “hello world” if x was between 5 and 10 but it was EXTREMELY PERSONALLY IMPORTANT to you that “hello world” be printed where x=7, you would code
{if(5<x<10), PRINT “hello world”
if(x=7), PRINT “hello world”}
The second reason is cost. I could write a bespoke contract for every client’s every need, but to save time==money, there are vast form books/online repositories for standard transactions, plus we ruthlessly plagiarize from each other—it really is the highest form of flattery. The patches are added to address the specific concerns or unique details of the particular deal. We then run a sanity check applying the patches to the rest of the agreement to make sure nothing weird happens.
Finally, I would characterize a “reasonableness” requirement as “we’ll just ask a jury” rather than a “do what I mean” button. Because taking a case to trial is so flipping expensive, and putting in a reasonableness standard or “course of business” all but guarantees (due to common law) that you will have to go to trial if there’s an unresolvable dispute, and juries are super unpredictable, you would almost never use “reasonableness” as a substitute for “do what I mean.” You would keep hammering at a verbalization of “what I mean”.
If the other side were insisting on a “reasonableness” standard for some action which we could define by reference to objective facts (like “200 widgets made out of ASTM A125-96 steel”), my mental model of them would update to “so likely to be planning to cheat my client that we should walk the deal”.
The other use of “reasonable” you mention is more common—to give the party some freedom but not absolute discretion.
Thanks again for this excellent post. I feel hopeful when I see non-lawyers understanding law stuff, because it makes me feel hopeless for the future of the Rule of Law (TM) when some part of my job is so complex that no person without specialized training could hope to do it. The law should be for everyone.
Executive summary: I have no idea what you’re talking about.
I gather that you’re upset about how the Leverage conversation went, and also Cancel Culture, so I assume your chief proposition is that LessWrong is canceling Geoff Anders; but you haven’t actually made that case, just vaguely gestured with words.
What are the two kinds of persons? Really, I honestly do not know what you are claiming here. Repeat: I don’t have even a foggy guess as to what your two kinds of person are. Am I “a certain other kind of person”? How can I know?
This post has virtually no facts. It has short, punchy sentences with italics for emphasis. It is written like a hortatory sermon. Its primary tool is rhetoric. The first quarter of it is essentially restating parts of the sequences. Then you point to some comments and are upset that they got upvoted. Others, you’re upset they haven’t been upvoted. I have no idea whatsoever why you feel these things, and you don’t elaborate. I am apparently one of the people who “don’t even see the problem that [you’re] trying to point at.”
This comment was much longer in draft, but I’ve deleted the remainder because I don’t want to seem “impatient” or “sneering”. I’m just confused: You wrote all these words intending to convince people of something, but you don’t specify what it is, and you don’t use the tools we typically use to convince (facts, reliable sources, syllogistic reasoning, math, game theory...). Am I just not part of the intended audience? If so, who are they?