Sporadically I’ve discussed with Kevin Miller, LegalSifter’s CEO, my doing a line of Sifters—the name for our algorithms—that look for stuff that can get you into trouble. We’ve already built a few, for example No Commercially Reasonable Efforts, which, you’ll be shocked to hear, flags instances of the phrase commercially reasonable efforts and tells you to drop the commercially.
I thought of that again recently, thanks to my two most recent posts on my blog (here and here), which both involve confusion over whether something was transferred when the contract was signed or will be transferred at some future date.
In one contract, the language at issue was Patents and copyrights … shall be the property of the University. In the other, the language at issue was Plaintiff’s stock shall be surrendered/sold, escrowed and pledged back to plaintiff. That suggests the possibility of doing a Sifter that looks for shall be or will be plus surrendered, sold, transferred, assigned, the property of, and so on. The advice offered would be simple: Do you want this to happen when the contract is signed, or at some future time? If the former, you’re going to have to fix it.
To distinguish these Sifters from our regular Sifters, they should perhaps have distinctive names that reflect my charming directness. The Sifter I just described might be called Do You Want This to Happen Now or Later? And the commercially reasonable efforts one might be renamed Don’t Use Commercially Reasonable Efforts!
All such Sifters would be collected in a separate document type. You would apply them in one fell swoop, perhaps after you’ve had a stiff drink.
What do you think?