The Law To Know

Module 6

Playbooks and instructions

By the end of this module you can write a playbook position as a testable rule, say which side of each boundary a value falls on, build a test set that includes the edges, and explain why a tool that follows a flawed playbook faithfully is still wrong.

Part 1. The lecture

What a playbook is

A playbook records what your side will accept in a type of contract. Each topic has three levels:

  • Preferred: what you ask for first.
  • Fallback: a less favourable position you may accept if the first is refused.
  • Red line: a position you will not accept without approval from a named person.

Playbooks have long been used to train junior lawyers. Now tools read them too, which makes the standard much higher: a person fills a gap with common sense, and a tool fills it with a guess.

A rule must give one answer

Write each position so that the same clause always lands in the same level. “Payment terms should be reasonable” fails: two lawyers, or two runs of a tool, can read it differently. “Preferred: 45 days or more from receipt; fallback: 30 to 44 days; red line: fewer than 30” passes. Notice that it says which level the boundary value, 45, falls in.

Also say whose side you are on. A longer payment period is good for a customer and bad for a supplier, so the same words give opposite advice.

Test it like a tool

  1. Collect test clauses: typical ones, ones on each boundary, ones just beyond it, and some with unusual wording.
  2. For each, write the expected level before running anything. If you decide afterwards, you will tend to agree with the result.
  3. Run them. Investigate every difference. Either the tool misread the rule, or the rule was not as clear as you thought. Both are worth knowing.
  4. Keep the set. After every edit to the playbook, run it all again, because one change can alter results elsewhere.

Faithful is not the same as right

A tool can follow a playbook perfectly and still give bad advice, if the playbook is wrong, out of date, or written for the wrong side. Testing shows whether the tool follows the rules. It cannot show whether the rules are good. A lawyer must own the playbook, review it on a schedule, and decide who approves a red-line clause. First-pass sorting is a sensible job for a tool. Final approval of anything that crosses a red line is not.

Part 2. Lab: Playbook Tester

A playbook tells a tool, or a junior lawyer, what Alderwick will accept in a carriage agreement. It is only useful if every clause gets one answer. Below is the playbook, and ten clauses from the other side’s draft. Predict how each clause is classed, then check against the rule engine.

TopicPreferredFallbackRed line
payment45 days or more from receipt of invoice30 to 44 daysfewer than 30 days
liability cap2 times annual fees or moreat least 1 but under 2 times annual feesunder 1 times annual fees
termination notice30 days or fewer31 to 60 daysmore than 60 days
auto-renewalnone (0 months)1 to 12 monthsmore than 12 months
governing lawEngland and WalesScotland or New Yorkany other law
#Clause in their draftYour prediction
1payment
Alderwick shall pay each invoice within 45 days of receipt.
2payment
Alderwick shall pay each invoice within 30 days of receipt.
3payment
Alderwick shall pay each invoice within 29 days of receipt.
4liability cap
Tessaly's liability is limited to 1.0 times the fees paid in the year.
5liability cap
Tessaly's liability is limited to 0.75 times the fees paid in the year.
6termination notice
Either party may end the agreement on 60 days' notice.
7termination notice
Either party may end the agreement on 61 days' notice.
8auto-renewal
The agreement renews automatically for successive periods of 18 months.
9governing law
This agreement is governed by the law of Scotland.
10governing law
This agreement is governed by the law of Singapore.

Part 3. Check your understanding

Ten questions drawn from a larger pool. In this pilot your score is shown but not saved.

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This course teaches how to test and supervise tools, using invented documents, fictional parties and made-up tool outputs. No real tool is run, and nothing here is legal advice. Never paste a real client’s confidential material into a public tool.