1. Introduction
Perhaps one billion legal instruments are signed each year. It is vitally important to establish technical protocols and standard practices which allow these legal and economic transactions to be conducted efficiently and imaginatively over the Internet.
This document describes an XML protocol, or grammar, that represents both the information within a legal instrument and information about a legal instrument. Legal XHTML is a grammar that encodes legal instruments which may then be offered to a party for his or her digitally-applied signature, together with associated electronic documents that are used to further process the legal instrument by its parties.
Today, the most widely used grammar on the Internet is the Hypertext Markup Language (HTML), a grammar unquestionably being supplanted by its XML-conforming cousin, XHTML. The recent release of XHTML, Version 2.0 (XHTML2), clearly envisions a near universal adoption of the Resource Description Framework (RDF) as the means for conveying structured information about the relatively unstructured, flowed content of XHTML2 documents. Of the grammars that conform to the Resource Description Framework, the Dublin Core elements have proven themselves the most enduring and most widely used.
Legal XHTML weaves these three building blocks - XHTML2, RDF, and Dublin Core - into a straightforward grammar which preserves for legal instruments the same flexibility familiar to authors who today publish non-legal HTML documents on the Internet . The result is that Legal XHTML encourages the development of sophisticated business practices regarding the content, exchange, and use of legal instruments by its parties and other interested individuals.
1.1 Towards A Successful Standard
A 'standard' XML grammar for legal instruments can be created in one of two ways. First, a focused, custom grammar can be crafted from scratch to represent both information within an instrument plus any information about its associated workflows. Second, a grammar can be created that builds upon prior art , that is, upon existing standards that have already achieved a level of acceptance and use on the Web. Certainly, key to this second approach is the correct selection of the "prior work(s) of art" upon which the grammar for legal instruments is to be based.
The Legal XHTML grammar has three foundation specifications: XHTML 2.0, the Resource Description Framework, and the Dublin Core. These prior works of art were selected, rather than crafting a completely customized grammar, because
- a higher quality grammar is likelier since prior art, already validated, is leveraged
- the grammar is completed faster since no function provided by prior art is rebuilt
- less public education is required since prior art is, by definition, already in use
- less public marketing is required to surpass some threshold of use of the new grammar
- faster and greater tool support is likelier since tools already exist for prior art
It is worthwhile noting that a grammar for legal instruments could not be built upon the XHTML 1.1 specification from the W3C; only with the improvements provided by XHTML 2.0 could a useful grammar for legal instruments be created without resorting to customization.
Legal XHTML not only adds several new elements to the XHTML element set, but also provides specific guidelines for authors of legal instruments. These guidelines -- each technically necessary -- reduce coding alternatives available to an author, while increasing the usefulness and accessibility of the information within the instrument. Guidelines such as these, which create a more valuable end-product, will likely contribute substantially towards making Legal XHTML a successful standard within its community of users.
1.2 Overview of the Standard
Legal XHTML is a standard governing the exchange of legal documents over the Web between arms-length parties. These documents are exchanged using a variety of methods, one as simple as the "Save-as" command on a browser menu. Yet this simple method actually is the least controllable, because the web-page can contain more than one legal instrument embedded within application-oriented markup. For this reason, a <legal:instrument> element is required.
In fact, an XHTML standard needs to accommodate application-oriented material within a <legal:instrument> element because the elements used to markup the application material are the same as those used to markup the legal material within the instrument, and developers cannot and should not be constrained from including markup within the instrument that aids the user interface.
Other documents, both presentation and meta-information documents, can be related to
the <legal:instrument> element by using the <html:link> element. These documents can be functional
documents, such as amendments and renewals, or workflow documents pertaining to a process during the functional
life of the legal instrument. In the diagram, only three documents are shown related to the Legal XHTML document,
with others related indirectly; actually, all these documents may be conveniently linked within the XHTML document using the <html:link> element,
to the extent they are known at the time the legal instrument becomes a static entity.
The salient item to note is that the instrument resides in a functional Folder which contains
all pertinent presentation and meta-information documents. Every Folder is normally typed to indicate
what kind of information it holds. For instance, for a legal agreement between parties, the folder is representative of, and typed as, a
Contract between the parties. For legislative documents, the folder is typed as a Law,
while for judicial documents, the folder is typed as a Case.
At a minimum, a Folder is typed as a Legal Matter.
Meta-information documents are encoded using the Resource Description Framework (RDF) and, therefore, are related to their source
document through an rdf:about attribute that names the presentation document it concerns.
However, it is equally possible for an RDF document to be about another RDF document; for instance,
a financial analysis can be about an entire legal matter or folder as it encompasses one or more presentation documents as
easily as it can be about a specific document within the legal folder.
A Folder that is, a Legal Matter, therefore binds together a master legal instrument with its amendment documents, commencement document(s), renewal documents, arbitration documents, assignment documents, and termination document, each of which are instruments themselves. Other documents referenced by the presentation and meta-information documents may also be contained within a Legal Folder, including not only transient draft versions of a legal instrument, but also legal correspondence (requests, demands, denials) and other types of instruments involved with the legal matter.
The question of which party to the legal instrument creates the legal folder in which it is nominally stored, is determined by agreement among the parties. If multiple parties each maintains a folder, then one party's folder can certainly be about another party's folder.
Formats of XHTML-encoded Instruments When a legal instrument is signed by a party, it becomes a static unchanging entity. It is for the proffered document that the guidelines promoted by Legal XHTML actually apply. Since Legal XHTML's primary functional objective during interchange is to enable an offeree to better determine whether the instrument is to be accepted or not, the format of the proffered instrument needs to be relatively predictable for offeree's software to operate successfully. For electronically-signed instruments, this is the same format that is placed into a digital envelope representing a legal instrument signed by a party.
This standard therefore addresses three forms for the XHTML that is used to represent a legal instrument.
- Legal XHTML Document (not a profferred instrument)
- An XHTML Family Document that contains XHTML markup plus elements from the Legal Module as integrated through the facilities of Modular XHTML.
- Normative Instrument (the profferred instrument)
- A Legal XHTML Document that has been stripped of all application-related markup, and whose markup has been normalized that is, recoded as necessary to agree with conventions defined by the Legal XHTML standard. Normative Instruments contain Uniform Resource Identifiers for its document sections, clauses, paragraphs, tables, and figures which may be then referenced by RDF statements made by the party or others about the item in the context of a meta-information document or of another presentation document.
- Normative Presentation (alternative proffered instrument)
- A Normative Instrument that has been paginated, thereby allowing references to pages and line numbers within the document. Normative Presentations contain Uniform Resource Identifiers for its pages which may be then referenced by RDF statements made by the party or others about the item in the context of a meta-information document (or another presentation document).
Each of these formats are important because Legal XHTML implicitly identifies the requirements for transformations of the <legal:instrument> element(s) found within the XHTML document to a form compatible with Legal XHTML guidelines. Nevertheless, a producer of a profferred instrument has every opportunity to directly create a Normative Instrument or a Normative Presentation, without performing an explicit transformation.
This standard identifies validation requirements for each of the three formats. From these, a Normative Validation stylesheet
can be created that reports problems with the instrument that a party may wish to address prior to its offer to another party.
For electronically-signed instruments, this standard then specifically encourages as a best practice,
that the Validation Report (an RDF document about the html document which
contains a standard presentation stylesheet link so that it may be directly displayed by a party)
be included within the Envelope in which the signed instrument is placed.
XHTML Instrument Coding In Legal XHTML, the instrument itself is coded using the XHTML2 dialect. This dialect is very similar to HTML 4, but XHTML2 adds a new element, the <section> element, which is used by Legal XHTML to represent a clause within the instrument or within attached material. Attached material that is, front and back matter for the instrument, is represented using the standard XHTML <div> element.
The diagram shows the composition of an unpaginated, un-normalized, <legal:instrument> element.
A legal instrument contains front and back matter (the <div> element);
clauses (the <section> element) and paragraphs (the <p> element); and
headings (the <h> and <h1> to <h6> elements).
All elements are optional within a legal instrument.
Legal XHTML adds several new elements to XHTML2. For pagination, the
<legal:header> and <legal:footer> elements are used by a Pagination
Transform to create page headers and footers.
Not shown in the diagram is that these elements may also
be used within <section> and <div> elements to represent clause- and
attachment-specific headers and footers.
Legal XHTML also adds the <legal:sidebar> element which
is used to contain non-legal application-oriented material. Due to the existence
of this element within the <legal:instrument> element, that element is
said to be un-normalized.
A clause may contain sub-clauses, paragraphs, and tables. ALthough not shown
on the diagram, headings may be contained not only within an instrument, but
also within instrument front and back matter; clauses; paragraphs; and tables.
Also not shown is that all lists -- those represented by <ul>, <ol>, and <dl> elements --
are contained within paragraphs.
This diagram shows the composition of a paginated <legal:instrument> element
that is, a <legal:instrument> element that contains <legal:page> elements.
It is very similar to an unpaginated instrument, however the
<legal:header> and <legal:footer> elements have been converted into
actual instances of page headers and footers. All <legal:sidebar> elements
have been removed from the instrument's markup.
During pagination, a document's front or back matter, clause, paragraph, list, or table
can break across a page boundary.
This contravenes XML's encapsulation rules. However, Legal XHTML uses XHTML2-supplied attributes
in a manner to allow an unpaginated document to be easily re-constructed from a paginated document,
thus accommodating software that expects to operate against formally encapsulated material.
RDF Instrument Coding Meta-information about a legal instrument is encoded in either of two locations. It can be encoded in its own RDF document, or it can be encoded within an XHTML document. This powerful feature introduced by XHTML2 undergirds the Semantic Web.
Meta-information that is within the content of a document, such as its title, can be so identified through the attributes on an element containing that text. XHTML2 provides three attributes for all its elements which are used to identify the name of the property being provided by the content of the element; the RDF resource to which the property applies; and the RDF resource if any that is represented by the content of the element.
In contrast to an XML Schema which defines XML elements and attributes, a Resource Description Framework schema defines information classes and their properties. The names of these properties can be used in two contexts: as the names of XML elements within an RDF document and as the names of properties that are placed on XHTML2 or Legal XHTML elements. In further contrast to XML Schemas, the properties of classes defined in an RDF schema may be inherited by other classes, while a given class may inherit the properties of one or more classes. Lastly, a property for a class may be subtyped.
Legal XHTML standardizes three sets of RDF classes. First, Legal XHTML defines classes to represents information in a document, so that its properties can be so attached its text and image content. Second, Legal XHTML defines classes related to the information narrated by the content of the document. In this regard, a simple and intuitive approach is taken: classes are defined to represent "people, places, and things"; these are, like a document, considered to be "resources" within the Resource Description Framework. Third, Legal XHTML defines classes to represent document content about physical and virtual characteristics of resources, for concepts such as Height, Value, and Date. Legal XHTML also establishes the Event class for actions which have the resource as its subject, such as the Publication event.
In the diagram, the basic Legal XHTML class structure contains classes for "people" (see the Contact class);
"places" (see the Location class); and "things" (see the
Property class). Further, the Resource
class is the most basic class defined, that is, all other classes are its subclasses.
The diagram also identifies two fundamental classes for documents.
The Content class represents text and image content within a document;
for example the Name subclass represents text that is a name for a resource
that can be found within the text of a document.
Secondly, the Container class holds instances of the
Content class, and which may be captioned and sub-containers for other content.
It can be noted that subclasses of the Container class correlate with the XHTML2 block-style elements
while XHTML2 inline-style elements correspond to subclasses of the Content class.
Legal XHTML can be said to be a property-centric model consistent with standard legal principles.
All document content is designated to be IntellectualProperty while
the document itself is representative of TangibleProperty.
The diagram does not show the properties (or the operations) applicable to the each of the classes. In this regard, within the Resource Description Framework one defines the properties of a class, either text properties or object properties. Legal XHTML defines text properties that coincide with the Consolidated Listing of ISO 639, ISO 4217, SI Measurement Symbols, and World Time Zones and the datatypes defined by the W3C's XML Schema. For object properties, Legal XHTML generally combines the name of the attributed class with the name of the attributing class, such as DocumentPage, a property applicable to instances of a Document.
Legal XHTML defines a set of RDF predicates derived from the statements that an "object has a property" and an "object is of a type". Legal XHTML predicates include <has>, <had>, <willHave>, <mayNotHave>, and others. For providing attributes on incidences of types for an object, Legal XHTML establishes the <isA> and <isNotA>, among other, tags.
Security Instruments Legal XHTML preserves the distinction between the intangible property represented by an instrument, and the instrument itself. In the diagram, Stock is shown as a type of IntangibleProperty, while the certificate that attests to the property is shown as a type of Instrument. In the example encoding for an instance of a StockCertificate that represents 1,500 shares of common voting stock, each share of stock that is being certified as legally registered is identified by two <rdf:type> elements, its issuer, issuee, and date of registration.
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<!-- legal xhtml encoding --> <legal:instrument resource='.../AStockCertificate.html'> <p> <span property='InstrumentDate'>12 November 2004</span> This certifies that <span property='CertifiedOwner' resource='.../issuee.rdf'> issuee name</span> is the registered owner of <span property='CertifiedShares'>1500</span> <span property='StockType' resource='.../vocab.owl#CommonStock'> common shares</span> of stock... </p> ... <legal:instrument> <!-- Origination Record encoding --> <StockCertificate rdf:about='.../AStockCertificate.html'> <has> <InstrumentDate text='12 November 2004'/> <CertifiedOwner rdf:about='.../issuee.rdf' text='issuee name'/> <CertifiedShares text='1500'/> <CertifiedStock rdf:about='.../share01.rdf'> <rdf:type rdf:resource='.../vocab.owl#CommonStock'/> <rdf:type rdf:resource='.../vocab.owl#VotingStock'/> <has> <PropertyCertificate rdf:about='.../AStockCertificate.html'/> <PropertyOwner rdf:about='.../issuee.rdf'/> <RegistrationDate rdf:about='.../calendar.rdf#20041112'/> <StockIssuer rdf:about='.../issuer.rdf'/> </has> </CertifiedStock> <!-- 1,499 more CertifiedStock elements follow --> <StockType rdf:about='vocab.owl#CommonStock' text='common shares'/> </has> </StockCertificate> |
Judicial Instruments
Legal XHTML provides support for instruments issued by a court or officer of the court.
Because Legal XHTML creates subclasses of Instrument that are oriented towards
associated workflows, judicial instruments are typed as either a Declaration,
Demand, or Request.
Contract Instruments Legal XHTML preserves the distinction between the intangible property represented by a contractual instrument, the instrument itself, and the future event(s) contemplated by a contract. In the diagram, a Contract is shown as a type of IntangibleProperty, while the document itself is shown as a type of Agreement. In the Origination Record example below, encoding for an instance of a LeaseAgreement covering a location renting for $950/month, the Agreement element contains a Contract element that is typed as a BilateralContract. This element contains a ContractConsideration and ContractGoods element, both of which represent an Event. The ContractGoods element contains a Lease element. The ContractConsideration element contains a Payment element, which can be noted is a recurring, monthly, RentPayment consisting of two components, BaseRent and an AdministrativeFee.
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<!-- legal xhtml encoding --> <legal:instrument resource='.../anAgreement.html'> <link property='OriginationRecord' href='.../anAgreement.rdf'> <p> <span property='InstrumentDate'>12 November 2004</span> This <span property='AgreementType' resource='.../vocab.owl#Lease'> lease</span> between <span property='InstrumentParty' resource='.../party1.rdf'> party #1 name</span> and <span property='InstrumentParty' resource='.../party2.rdf'> party #2 name</span> for the premises located at <span property='SubjectLocation' resource='.../location1.rdf'> 123 Maryland Avenue NW, Washington DC</span> ... </p> ... <legal:instrument> <!-- Origination Record encoding --> <Agreement rdf:id='.../anAgreement.rdf' rdf:about='.../anAgreement.html'> <rdf:type rdf:resource='.../vocab.owl#LeaseAgreement'/> <has> <AgreementType rdf:about='.../vocab.owl#Lease' text='lease'/> <EffectiveDate text='01 January 2005'/> <ExpirationDate text='31 December 2005'/> <InstrumentDate text='12 November 2004'/> <LegalLessee rdf:about='.../party1.rdf' text='party1 name'/> <LegalLessor rdf:about='.../party2.rdf' text='party2 name'/> <SubjectLocation rdf:about='.../location1.rdf' text='...'/> <MasterContract rdf:about='.../aContract.rdf'> <rdf:type rdf:resource='.../vocab.owl#BilateralContract'/> <has> <MasterAgreement rdf:about='.../anAgreement.html'/> <EffectivePeriod iso='01012005/P1Y'/> <ContractConsideration> <rdf:type rdf:resource='.../vocab.owl#RentPayment'/> <rdf:type rdf:resource='.../vocab.owl#MonthlyEvent'/> <has> <BaseRent usd='950.00'/> <AdministrativeFee usd='25.00'/> <PaymentAmount usd='975.00'/> <PaymentAddress rdf:about='.../1500KStWDC.rdf'/> <PrimaryPayee rdf:about='.../party1.rdf'/> </has> </ContractConsideration> <ContractGoods rdf:about='.../anAnnualLease.rdf'> <rdf:type rdf:resource='.../vocab.owl#TripleNetLease'/> <has> <LeaseContract rdf:about='.../aContract.rdf'/> <LeaseDate rdf:about='.../calendar.rdf#20050101'/> <PrimaryLandlord rdf:about='.../party1.rdf'/> <PrimaryTenant rdf:about='.../party2.rdf'/> <SubjectLocation rdf:about='.../location1.rdf'/> </has> </ContractGoods> </has> </MasterContract> </has> </Agreement> |
Legal XHTML defines two other important elements that are found within a Contract; each representative of an Event. A ContractObligation element contains an event that one party or the other is obligated to perform during the course of the contract, excluding those involved with the subject or consideration of the contract. Secondly, the ContractContingency element contains an event that, should it occur, has additional contractual obligations that may be identified.
Instrument Topic Maps Any container of content is about one or more subjects, or topics. Legal XHTML is designed to allow an author to identify the topic(s) that a clause for instance, is about, either by referencing an entry in a set of pre-established set of topics or by providing the text for the name of a topic.
1.3 History
- Draft One (February 28, 2005)
- Contains (a) initial set of RDF data models (b) initial set of XHTML module specifications (c) initial background and design requirements.
To-do
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Narrative Material
Review/rewrite portions of Background section
Design section review/rewrite/complete
UML graphics about standard's parts' relationships
RDF coding guidelines
RDF instance requirements
Identify issues for discussion
XHTML Material
Stubbed sections
Samples for 5.8 - 5.14, 5.21.
XForm and XEvent Module specifications and samples
Legal Module definition in all 3 syntaxes (DTD, XMLS, RELAX)
RDF Material
Contact Data Models - data properties for roles.
Location Data Models - Land, buildings, rooms, and so on.
Property Data Models - Real, personal, and intellectual property.
Foundation Data Models - Attribute classes (Distance, Value, Area, String, etc)
Atomic Properties - lower case properties (eg text, ft2, m2, usd, and en)
RDF Schema definition for all items above
Complete RDF and XHTML samples for all data properties
Hyperlinks to section top and to vocabulary listing
Create instances for locations, laws, topic maps, and calendar
Stylesheet Material
Create normative CSS stylesheets
Define transformation requirements
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