HOW HYPERMEDIA TECHNOLOGY CAN HELP

LEARNING THE LAW OF INTERNATIONAL COMMERCIAL TRANSACTIONS

Ruddy Lelouche Claude Samson

Dtpartement d’Informatique
Universite Laval
Quebec G 1K 7P4,Canada
Telephone: (+1418) 656 2597
Fax: (+1418) 656 2324
E-mail: Ruddy.Lelouche@i ft.ul avalxa
Facult6 de Droit
Universitk Laval
Quebec G 1K 7P4,Canada
Telephone: (+1418) 656 3859
Fax:(+1418) 656 7230
E-mail: Claude.Samson @fd.ulaval.ca

Abstract
In this communication, we want to share our experience and our ideas about what
multimedia and hypermedia technology can bring to law students, in particular about learning
contractual techniques. More specifically, we present the way these techniques are used and will
be used in developing a databank on international contractual clauses for training our students
in the law of intemational commercial transactions and in contractual techniques.

We first show how w e came up

INTRODUCTION
In this communication, we want to share
our experience and our ideas about what
multimedia and hypermedia technology can
bring to law students, in particular about
learning contractual techniques. In a context of
worldwide markets, persons and corporations
exchanging goods and services with people in
other countries need to devise contracts more
and more complex. The particularity of
international transactions (geographic
distances, different judiciary and economic
environments depending the involved States,
etc.) forces people in charge of writing these
contracts to make enlightened decisions as
quickly as possible. Undoubtedly, such a
decision-making process will be greatly
facilitated with the use of computer
technology, in particular multimedia and
hypermedia techniques.
In this context, we developed an
interuniversity research program on
international contracts, the aim of which is to
analyze the relationships between international
contracts used by Quebec corporations on the
one hand, and the international commercial
laws and the Quebec Civil Law on the other.
developing a databank on contractual clauses,
and then present how the foreseen users of this
databank, in particular our law students but
also professionals, can benefit from the various
important fields of data processing and
communication technologies.
1. A DATABANK
OF CONTRACTUAL CLAUSES
In collaboration with the Centre de
Recherche Industrielle du Qukbec (Quebec
Industrial Research Centre), the examination of
peri-juridical norms led us to pursue our
research through encountering the main
exporting companies in Quebec. W e thus
gathered worthwhile hints about contemporary
contractual practices, but we also obtained a
copy of a great many contracts settled by big
exporting Quebec corporations. The data thus
gathered and listed provide us with the basic
elements needed to build a databank on
contractual clauses.
In courses related to the law ofintema-
tional commercial transactions, students must
carry out practical work centered on the
development of contractual technique abilities,

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R. Lelouche & C. Samson: LEARNING THE LAW OF INTEEWATIONAL COMMERCIAL TRANSACTIONS 2
particularly related with analyzing and writing
contractual clauses. Such an analysis can be
carried out following a grid inspired from
Mousseron, 19881 and which includes:
- general considerations on the contract at
hand: contract object, particulars and
characteristics;
- law applicable to that contract;
- contract formation, execution and
termination, through a careful
examination of its clauses: object,
particulars and characteristics of each and
every clause;
- ability of the international and Quebec
laws to govern that contract.
A databank 1 of contractual clauses actually
used in the various international transaction
categories (sale, service, representation,
delivery, etc.) by corporations representative of
the various industrial sectors of Quebec
therefore constitutes a computerized implement
very fit for developing such abilities.
Moreover, if this databank is suitably
documented, e.g. with references to relevant
texts or judgements, it will definitely help
students to connect theory with its application.
The project presented here therefore has
three educational objectives, all concerned with
leaming . Indeed, it will allow the students:
- to know about contractual practices of
Quebec corporations;
- to develop abilities in contractual tech-
niques, in particular concerning clause
writing [Mousseron, 1988; Fontaine,
1989; Joly, 1995; Kritzer, 19911;
- to make connections between contract
law and contractual practices.
In order to present how we designed the
development of this project, we now
successively examine what the users of our
databank can benefit from traditional data
processing technology (in our case database
technology), from multi- and hypermedia
techniques, and from the new technologies of
information and communication.
I In this presentation, the word “bank” refers rather to
the content itself of the stored contractual clauses,
and the word “base” more specifically to the way this
information is structured in order to ease its retrieval
and management, but the two terms “bank” and
“base” may otherwise be freely interchanged.
188
2. BENEFITS FROM TRADITIONAL
DATA PROCESSING
The contracts we got have first been
class@ed and indexed according to their type
(sale, construction, distribution, financing
research, etc.). Moreover, each of them has
been uniquely identified with a mark or
contract id. taking into account the industrial
sector, the implied Quebec corporation, and a
contract number inside that corporation (so as
to process corporations having several
contracts). However, such reference marks are
insufficient for our needs. Indeed, for the
student to become more familiar with
contractual practices and to put into practice
how to write contract clauses, he or she should
be provided with the capability to have more
rapidly access to the clauses of a given type
inside any group of contracts. Therefore we
want to build a databank of clauses rather than
a databank of contracts. It happens that the
actual construction of that databank led us to
tackle technical problems, related first to law,
then to data processing.
2.1 Juridical aspects
A direct access to clauses first demanded
that we build a terminological thesaurus aimed
at index-linking the clauses. That thesaurus
was not designed from our actual contracts
(because they might possibly not be
representative enough of all existing
international contracts), but from the
contractual domain itself principles of
international trade contracts [Unidroit, 19941,
writing guides, general contractual stipulations
(Incoterms), typical contracts from
organizations like the International Chamber of
Commerce (ICC), the United Nations
Commission on International Trade Law
(Uncitral) [1995a, b, c], the United Nations
Economic Commission for Europe (UN-ECE),
the International Federation of Consulting
Engineers, etc [Joly, 19951. Studying the
domain also allowed us to define the thesaurus
structure (term hierarchies, presence of
synonyms, etc.). Finally, the thesaurus
granularity (how specific the terms should be)
was adapted to our projected use, i.e. to what
we expect from our students. The thesaurus
R. Lelouche & C. Samson: LEARNING THE LAW OF INTERNATIONAL COMMERCIAL “SACTIONS
terms then could serve as access keys to the
various clause types.
Then, of course, we had to index-link
every contract clause according to its object,
through references to that thesaurus. That is a
two-stage process. In the first stage, we index-
linked the clauses of a few ‘>pilot’’ contracts.
That subbase was chosen to be sufficiently
small to allow us to rapidly build a first
prototype, but sufficiently wide regarding the
contract types and the industrial sectors to
permit us to actually use a rather important
range of thesaurus terms. With that prototype
we could track typing and index-linking
mistakes, then assess our index-linking
approach and finally strengthen and tune the
thesaurus according to our needs. We are
presently undergoing the second stage by
index-linkingthe clauses of all contracts we
have ,making successive batches (according to
contract types), so as to make each batch of
contracts newly added to the database as
quickly available to users as possible.
2 2 Data processing aspects
The computer programming tasks to be
performed in that context are varied, and we
can view them according to three aspects:
utilities, database building, and user-interface.
To simplify our presentation, the first two are
presented here, while the user-interface is
detailed in section 3.1.
Utilities were developed to help us build
the thesaurus and then index-link the contract
clauses: term uniqueness validation and
verification, links between any thesaurus term
and its specific and generic ones, links between
any term and its associated homonyms and
synonyms.
Database construction is made using a
commercial database management system
(DBMS). This approach is justified by the
desire to assess our approach by building a first
prototype as quickly as possible. We retained
Filemaker Pro. Later, our application might be
transferred onto another DBMS, more
powerful or custom-made, depending on the
possible inefficiencies encountered with this
first prototype (e.g. using it with WWW; see
section 4); such a transfer is beyond the scope
3
of this communication.
3. ADDITIONAL BENEFITS FROM
HYPERMEDIA TECHNOLOGY
To present the benefits we expect from
multi- and hypermedia technologies, we now
describe the user-interface available to our stu-
dents, before showing how they actually use it.
3.1 Description of the user-interface.
We wanted our user-interface to be as
easy and straightforward to use as possible.
The window used to display a contract clause
is shown on figure 1. It is divided into three
zones: an identification zone at the top, a
display zone in the center, and a reference zone
at the bottom.
The identification zone contains
information uniquely identifying the contract
and the clause being examined. The two
innovative fields named “object” are filled with
terms from the thesaurus built in 2.1. Two
interesting facilities help the user (here a
student) to have access to the various clauses:
(1) any field combination may be used as a
complex search or selection key, and (2) the
three arrows in the clause identification zone
provide an immediate access to either the
beginning of the contract containing the
displayed clause, or the clause preceding it, or
the clause following it2.
The display zone is for reading the close
text of the actual contract clause; if desired, our
databank may thus be used to display an
authentic copy of the original contracts. In the
displayed text, specially marked words (e.g.
with a distinctive color) allow the student to
have access to complementary information: a
glossary entry for a technical term, data about
the company for a company name, etc. For
such functionalities, these hypertext links will
thus replace a dictionary of contractual terms
or a booklet presenting the various
corporations present in our database.
These three functions may also be triggered through
entering the adequate information into the
identification fields (here the clause number within
the contract), but the arrow buttons allow the user to
trigger them with a single click.
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R. Lelouche & C. Samson: LEARNING THE LAW OF INTERNATIONALCOMMERCIAL TRANSACTIONS 4

I CONTRACT IDENTIFICATION I CLAUSE IDENTIFICATION

Type: Object:
Object: Sequence:

Sector: Clause id.:

I Corporation:

Contract id.: I

DOCUMENT AND COMPUTERIZED REFERENCES

Doctrinal
studies

Applicable
Legislation

Applicable
Court holdings

Figure I - User inteflace example for the contractual clause bank

Finally, the reference zone, a truly
educational addition, is the most interesting
and innovative part of our project. It allows the
student to establish connections between the
displayed clause and the various laws,
regulations and practices, either directly
applicable to that clause, or simply worth being
considered while studying that clause. The
sources used for such activities are:
- connected doctrinal studies (some of
them have already been written as
research work);
applicable laws and regulations, either at
the internal or at the international levels;
- applicable j u d g e m e n t s , either at the
internal or at the international levels.
These reference fields may be multivalued.
Obviously, they always refer to documentary
sources. Indeed, although our databank
facilitates the student’s access to pertinent
contracts clauses and to possible links between
these clauses and other documents, (s)he must
also be incited to use more traditional sources
which constitute the lawyer’s stock. However,

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R. Lelouche & C. Samson: LEARNING THE LAW OF INTERNATIONAL COMMERCIAL TRANSACTIONS 5
these same reference fields may also include
computerized sources. Such sources are the
Case Law on UNCITRAL Texts (CLOUT)
[UNCITRAL, 1995a, by c] which contains
cases related to the United Nations Sales
Convention on Contracts for the International
Sale of Goods (CISG) (called the “Vienna
Convention”) and cases related to the
UNCITRAL Model Arbitration Law (MAL),
the Proposal for a Database on Uniform Law
undertaken by Unidroit [1995], the W3
Databank on the United Nations Sales
Convention of the Institute of International
Commercial Law from the Pace University
School of Law. More generally, such
references will enable access to other
databases on the civil law and the international
law, either on CD-ROM when they are
distributed in that form (e.g. the Quebec Civil
Law), or in the near future via the Internet
when they are stored there (see section 4). In
all cases, it would be a pity not to use the fruit
of such efforts, and it would also be a pity to
duplicate them!
3.2 Classroom use
Although incomplete, our databank is
presently used in a first experiment in which
students work on international sales contracts.
The results and our assessment of this
experiment will then allow us to improve the
thesaurus, the index-linking of clauses, and the
services rendered by the access mechanisms,
depending on the expressed needs and the
capabilities of the hardware and software used.
These hardware and software might be
replaced in the long run if unsatisfied needs
justify it (e.g. the WWW accessibility, see
section 4).
It is important to stress that we anticipate
to avoid the possible educational drawbacks
due to useless navigation through hypertext
links [Jonassen & Mandl, 1990; Feifer &
Allender, 19941, because of the task
assignment by the teacher and thanks to the
way the hypertext links are implemented inside
the database itself. More on this topic can be
found in [Lelouche & Samson, 19961.
4. ADDITIONAL BENEFITS FROM
COMMUNICATIONTECHNOLOGIES
An important future direction of our
project deals with user-friendliness and
accessibility. It will consist in using the new
technologies of information and communi-
cation (N.T.I.C.). The ones in which we are
directly interested naturally will draw heavily
on the Internet resources and more specifically
on the World-Wide Web (W3) ones.
The first and most obvious aspect
consists in making hypermedia the links to
external computerized references. The user
will then have a direct access to the
computerized source cited in a reference,
whenever it is available on W3. Then a student
or researcher wanting to consult a Vienna
Convention article won’t any longer have to
rely on a paper medium or on another software
like Netscape, but instead will be able to have
it displayed on the screen simply by clicking
on its reference in the database. Note that the
transfer of our application onto a platform with
W3 access might in and by itself justify a
DBMS change(seesections 2.2 and3.2).
A second aspect will consist in making
our own database accessible via W3 to
external users, i.e. researchers or students
outside our university. Indeed, it is well known
that N.T.I.C. can improve student learning in
several ways: not only do they permit to have
access to a bigger variety of data (databanks,
exercise books, etc.) and software (tutors and
exercisers), but they enable exchanges with
students or teachers outside the immediate
student’s environment, thus extending the
domains of situated learning [Clancey, 19921.
Since lawyers and business people must make
quick and sharp decisions, these technologies
may valuably ease their access to basic data
(databanks on contract laws and contract
clauses) and facilitate their transactions
themselves (fax, electronic mail, computerized
document exchange, etc.). Indeed, by enabling
the lawyers and executives to rapidly access
relevant data, to store it and to adapt it to
particular uses, these technologies directly
satisfy the needs often expressed by those
interested in international transactions about
the rarity of sources able to enlighten them on
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R. Lelouche & C . Samson: LEARNING THE LAW OF NERNATIONAL COMMERCIAL TRANSACTIONS 6

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