Re: Trading Partner or Party - What's in a name

["Winchel 'Todd' Vincent, III" <winchel@mindspring.com>]

<MartinSachs>

> I always thought of a party as a party to a contract and a partner as
> someone doing business with someone else.  They are almost synonymous in
> our context.
>
> I might mention that a month or so ago, my IBM group hosted a visit from a
> Yale professor and a Yale visitor who are members of legalXML.  They had
> seen tpaML and were very interested in it as a way of incorporating
> technical specifications into a contract formulated as an XML document.
</MartinSachs>

One of the individuals from Yale was probably Ernie Miller.  He told me
about meeting someone from IBM.

I need to continue to monitor this group's work before I formulate an
opinion.  However, my first impression is that it seems to me there is a lot
of synergy here and there is subject matter expertise on both the technical
and legal side that could benefit everyone.

The CONTRACTS group at Legal XML seems to have distinguished between two
different types of XML contracts.  First, XML for traditional contract
documents (i.e., documents that a lawyer would usually author in Word or
Word Perfect, but which would be incredibly useful if authored in XML).
Second, XML for machine-to-machine agreements/contracts, more like an EDI
agreement.  It seems ebXML is focusing on the latter.

Based on our discussions in Legal XML, I'm not yet convinced that the two
types of contracts/agreements are different (as far as XML elements),
although, certaily, if you look at current practice, there is a huge
difference between a MS Word document and an EDI protocol.  Stated another
way, I don't really see a need for <Party> (or <Actor>) to be different in a
contract authored by a lawyer and a contract authored and/or exchanged by a
machine.  Indeed, because lawyers have to review contracts anyway (EDI or
otherwise), there is a good argument that contract elements should be the
same and that a properly built system would allow both lawyer review and
machine automation.

I also think there should be a separation between information that relates
to the technical transport protocol and any information that relates to the
contract/agreement (even if that information is the same).  This is the
approach we took with the Court Filing specification.  The Court Filing
specification is really three envelopes wrapped around a BLOB.  The outer
envelope is used only for information relating to point-to-point
transmission.  The inner two envelopes have information specific to the
court filing transaction.

I still need to learn more about what you are doing, so please take these
comments for what they are worth and don't let it get in the way of anything
you are doing.

Thanks,

Todd