Helena Haapio

University of Vaasa · Department of Economics and Business Law

This article discusses the potential of generative artificial intelligence (AI) to revolutionize contract thinking and design. Experience and research tell us that most contracts focus on the wrong things—failure rather than success—and are presented in a way that is inaccessible to many people. Using the principles of proactive contracting and con...

This chapter explores the essential role of Binding Corporate Rules (BCRs) in managing and facilitating secure health data transfers within corporate groups under the EU General Data Protection Regulation (GDPR). BCRs are tailored to ensure compliance with the GDPR and similar international data protection laws, presenting a flexible mechanism for...

Composite Comic Contracts are the next iteration of contract design, building on the development of legally binding visual contracts, known as Comic Contracts. Making contracts and contractual rights digitally accessible and understandable affords agency and access to justice for the cognitively vulnerable. We describe the creative and contracting...

Much of the legal scholarship has focused on past or present problems and issues rather than future possibilities. Practitioners involved in legal drafting have focused primarily on conflicts and legal enforcement, rather than on goals and successful implementation. For scholars and practitioners with a proactive legal and design mindset, goals and...

[Contracts play a key role in responsible business. However, they are often written in language that is so difficult to understand that sustainability goals are not met. A commitment to clear communication is an act of corporate sustainability.] Sopimukset ovat keskeisessä roolissa vastuullisessa yritystoiminnassa. Usein ne kuitenkin laaditaan nii...

This paper explores how AI can be used to help individuals in financial distress to overcome debt. Using the behavioral COM-B model as a framework for designing effective interventions, we discuss how AI can help improve individuals‘ capabilities, opportunities and motivation to sustain better financial health, and what solutions already exist for...

This paper explores how AI can be used to help individuals in financial distress to overcome debt. Using the behavioral COM-B model as a framework for designing effective interventions, we discuss how AI can help improve individuals‘ capabilities, opportunities and motivation to sustain better financial health, and what solutions already exist for...

Information design focuses on making communication as effective and understandable as possible. Using elements such as plain language and design patterns it has proven successful in various contexts, including legal communication. Generative AI tools such as ChatGPT can help make the design process more efficient. This paper explores how these tool...

People struggle with complex information everywhere: policies and prospectuses are too long, contracts and regulatory requirements confuse, and companies are required to report more and more information. Legal Design tries to tackle these problems by making information more comprehensible. AI tools, such as Open AI’s GPT-3, open up new opportunitie...

People struggle with complex information everywhere: policies and prospectuses are too long, contracts and regulatory requirements confuse, and companies are required to report more and more information. Legal Design tries to tackle these problems by making information more comprehensible. AI tools, such as Open AI’s GPT-3, open up new opportunitie...

This paper addresses a debate that frequently arises when contract simplification is discussed. For business users, a clear contract is one that helps them understand the deal, implement its terms and encourages a productive business relationship. Legal teams, on the other hand, often worry about their responsibility to protect their client against...

The use of digital technologies in healthcare is changing how medical treatments are developed by researchers, delivered by medical professionals and experienced by patients. This chapter argues that a defining feature of this disruption is the emergence of medical apps that leverage algorithm-based AI systems. As the use of such apps and AI wearab...

The data protection lawyer of the future will be a key intermediary of innovation—or ‘transaction engineer’—who facilitates and coordinates new forms of business and other social relationships in rapidly evolving multi-disciplinary settings. The effective performance of this function requires legal professionals to develop a different mindset, alo...

Research shows that strategic dispute resolution and early intervention reduce direct and indirect costs of conflicts. Minimal costs are involved in preventing and de-escalating disputes, compared with the costs of arbitration and litigation, for example. In this context, the traditional view of contracts as legal documents or reactive enforcement...

During the Industrial Revolution, the structure and methods of Western legal systems facilitated commercial expansion and technological innovation. But as the Information Age gradually re-shapes pre-conditions for successful innovation, legal systems generally—and contracting in particular—may be obstructing rather than enabling continuing growth....

This groundbreaking work offers a first-of-its-kind overview of legal informatics, the academic discipline underlying the technological transformation and economics of the legal industry. Edited by Daniel Martin Katz, Ron Dolin, and Michael J. Bommarito, and featuring contributions from more than two dozen academic and industry experts, chapters co...

Many legal problems are caused by misunderstandings. People do not read complex documents. Even if they do, they may not find what they look for or understand what they find. This chapter shows how proactive legal care can help, not only to deal with challenges of complex legal information, but also to improve access to justice and prevent unnecess...

The use of digital technologies in healthcare is changing how medical treatments are developed by researchers, applied/practiced by medical professionals and experienced by patients. This article argues that a defining feature of this disruption is the emergence of new medical “apps” that leverage algorithm-based AI systems. As the use of such apps...

Patterns are a central tool in legal design. They are conceptual schemes or entities describing solutions to a recurring legal problem, helping to make contracts, disclosures and policies accessible to users and easier to prepare. In this paper, we take stock of existing legal design patterns and pattern libraries and present the idea of a legal de...

Legal Design is an umbrella term for merging forward-looking legal thinking with design thinking. It applies human-centered design to prevent or solve legal problems. Legal Design takes an interdisciplinary and proactive approach to law, covering not only legal information and documents, but also legal services, processes, and systems. This paper i...

In recent years, legal departments and law firms around the world have been busy developing legal guidance for business people to follow. Legal compliance handbooks and policy manuals vary in coverage and title, but many have one thing in common: the guidance remains unread. People prefer to ask the lawyers instead, or ignore the legal aspects of t...

Legal Technology —or “Legal Tech ”—is disrupting the traditional operations and self-understanding of the legal profession . This chapter introduces the central claim of this book, namely that these developments are having and will continue to have a disruptive effect on the work of lawyers and that adapting to this new operating environment is cru...

Commercial contracts are sometimes ruefully described as “documents written by lawyers, for lawyers,” artifacts of a negotiated exchange wrapped tightly in pages of clauses intended to insulate the agreement against litigation attacks. Yet this verbal padding decreases accessibility, functionality, and efficiency. Reforms to the classic forms and m...

There is a broad consensus amongst law firms and in-house legal departments that next generation “Legal Tech” – particularly in the form of Blockchain-based technologies and Smart Contracts – will have a profound impact on the future operations of all legal service providers. Legal Tech startups are already revolutionizing the legal industry by inc...

Fulfilling the legal requirements of mandated disclosure is a challenge in many contexts. Privacy communication is no exception, especially for those who seek to effectively inform individuals about the use of their data. Lawyers across countries and industries are facing recurring problems when (re)writing privacy notices and terms. Visual and int...

Contracts, once almost exclusively written by lawyers for lawyers, are undergoing a major transformation. Technology and design have enabled entirely new contract genres. When the focus shifts from legal issues to functionality and ease of use, automation and communication come to the fore. We envision a future where contracts are designed to conta...

Smart contracts are becoming all smarter and increasingly available. Yet there seems to be a reluctance in mainstream industry to actually use them. It seems hard to convince general counsel, law firms, and purchasers of legal services to implement smart systems. This is a challenge for the providers of smart technology. The technology is not the p...

One thesis of this book is that the legal function within businesses will shift from a paradigm of security to one of opportunity. This chapter embraces that likelihood in the context of business contracting, where voices calling for a major shift are starting to surface. It explores how contracts can be used to reach better outcomes and relationsh...

Communication between legal experts and laypersons takes place in many contexts related to law: contracts, for example. Visualization can support the communication and mitigate its barriers. In the field of legal visualization different approaches have been discussed, but a common language and standards are missing. This paper aims to identify the...

Modern economies are held together by innumerable contracts. However, current contracts are neither machine-readable nor easily human-readable. The Ricardian Contract paradigm of parameters, prose and code posits a hybrid model of automation and conventional legal text. This paper connects recent work on design criteria for 'Smart Contract Template...

Modern economies are held together by innumerable contracts. However, current contracts are neither machine-readable nor easily human-readable. The Ricardian Contract paradigm of parameters, prose and code posits a hybrid model of automation and conventional legal text. This paper connects recent work on design criteria for 'Smart Contract Template...

Contracts are undergoing fundamental changes. New technology and new design are transforming the look and feel of contracts, and entirely new contract genres are being born. Smart, self-enforcing contracts promise to disrupt how contracts are made and executed. This paper illustrates how the world of contracting is embracing the transformation away...

While many researchers are interested in making their data open, it is not always clear what they should do to ensure that their data is FAIR: Findable, Accessible, Interoperable and Reusable. This paper reports how we applied the Design Jam method to help experts and policymakers ideate user-friendly solutions to implement the FAIR Data Principles...

Automation is everywhere. Robots can become lawyers and nurses – as well as investment advisors. Investment advisors have a pedagogic role in making sure that investors can under-stand where they are putting their money. Human-to-human interaction, discussions between investors and advisors, often help to enlighten the features of the products bett...

Modern economies are held together by innumerable contracts. However, current contracts are neither machine-readable nor easily human-readable. The Ricardian Contract paradigm of parameters, prose and code posits a hybrid model of automation and conventional legal text. This paper connects recent work on design criteria for «Smart Contract Template...

Contracts are undergoing fundamental changes. New technology and new design are transforming the look and feel of contracts, and entirely new contract genres are being born. Smart, self-enforcing contracts promise to disrupt how contracts are made and executed. This paper illustrates how the world of contracting is embracing the transformation away...

While many researchers are interested in making their data open, it is not always clear what they should do to ensure that their data is FAIR: Findable, Accessible, Interoperable and Reusable. This paper reports how we applied the Design Jam method to help experts and policymakers ideate user-friendly solutions to implement the FAIRData Principles...

Automation is everywhere. Robots can become lawyers and nurses - as well as investment advisors. Investment advisors have a pedagogic role in making sure that investors can understand where they are putting their money. Human-to-human interaction, discussions between investors and advisors, often help to enlighten the features of the products bette...

This article analyzes the role of law as a positive force within companies through parallel developments in Europe and the United States and a Colombian case study that illustrates how contract simplification and visualization can help bring user-friendly contracts and Proactive Law to practice.

This paper reports a case study of an innovative contract simplification project. The context is an energy industry facility to be built in northwestern British Columbia, Canada, where it is important to gain social license from Aboriginal communities by sharing employment opportunities. However, the complexity of contract documentation was seen as...

Law as a profession has much in common with architecture and engineering. In contexts as diverse as business transactions, legislative work, and mediation, lawyers have been called legal architects or engineers. We propose seeing contracts as things or artefacts – something to be designed – and borrowing from architects and engineers the idea of de...

Major gaps may exist between the legal representation of an agreement (“the paper deal”) and the goals and intentions of its negotiators (“the real deal”). This paper outlines contracting pitfalls and proposes new approaches to the use of visualisation to overcome them. We categorise contract visualisation and introduce comics and visual interfaces...

Financial regulation and investment products have become more and more complex. Informa-tion disclosures tend to be off-puttingly long and densely texted documents. Investor behavior studies indicate that investors often skip and skim information – and even worse, sometimes they do not read it at all. Investors’ abilities to comprehend and use fina...

In recent years, technology investors have published templates for investment deals, with the aim of reducing the costs and delays of startup financings by standardising common agreements and summarising complex contracts into shorter term sheets. These practices allow experienced investors and entrepreneurs to efficiently negotiate high-level busi...

The last two decades have seen law emerge online. This development has engaged computer scientists and web designers in communicating law. Recently, serious work has begun on visualizing contract clauses, generating cooperation between designers, computer scientists, business people, lawyers and others. New insights arise from such cross disciplina...

Today’s contracts are complex and their meaning is not always clear to those who are impacted. What can we do to provide transparency and understandability and to prevent inadvertent non-compliance and negative surprises? In our previous work, we have brought information design, user experience, readability, visualization and natural language proce...

Legal materials are widely available, online and offline. But are they actually read and understood? Empirical research shows that this is not always the case. Turning to lawyers does not necessarily help: legal advice may be too complex to be useful. If legal documents are ignored or misunderstood by those who are expected to read and act upon the...

This book brings together the top international sales law scholars from twenty-three countries to review the Convention on Contracts for International Sale of Goods (CISG) and its role in the unification of global sales law. It reviews the substance of CISG rules and analyzes alternative interpretations. A comparative analysis is given of how count...

In the crafting of commercial contracts, many participants are involved, often professionals from different countries and backgrounds. The challenge, then, is to achieve a balance between the business and legal requirements and to facilitate communication and coordination. While some contracts may need to work as evidence in court, most contracts d...

In today's networked economy, contracts are everywhere. Many of them are watertight and legally perfect documents attempting to refer to every conceivable contingency. For people expected to use or comply with them, such contracts are often difficult to read, comprehend, and/or implement. As an alternative to the current predominantly legal and tex...

In this paper, we illustrate how merging contract design with information design, especially visualization, can help to transform contracts (and people's perceptions about contracts) from legal rules to communication tools. We argue that improved human-contract interaction can maximize the value of commercial relationships, minimize risk, and preve...

In today's networked economy, contracts are everywhere. Most contracts are complex, as is the business they describe. Contracts are not easy to read, and their misinterpretation can cause expensive disputes between the parties. Recent research suggests an alternative to contracts written in legalese, by harnessing the benefits brought by plain lang...

VISUALIZATION: SEEING CONTRACTS FOR WHAT THEY ARE, AND WHAT THEY COULD BECOME By Thomas D. Barton Gerlinde Berger-Walliser Helena Haapio ABSTRACT Commercial contract users read their contract documents infrequently, and understand them inadequately. The disincentives may be several: perhaps because contract language is too technical and too long; o...

Motivation -- To change the way contracts are perceived, designed and communicated in order to improve their usability as tools for inter-firm collaboration. Research approach -- Work-in-progress: a literature review and interviews with participating companies will be used to determine the detailed research plan and the design of the prototypes and...

In the crafting of commercial contracts, many participants are involved, often professionals from different countries and backgrounds. The challenge, then, is to achieve a balance between the business and legal requirements and to facilitate communication and coordination. While some contracts may need to work as evidence in court, most contracts d...

Contracts are an important construct for the formation and performance of agreements. Yet, many business people view contract review as a time-consuming nuisance or an administrative burden. Furthermore, contracts contain concepts and language that non-lawyers often find overly complicated, obscure, and unappealing. We explore whether contract visu...

The servitisation of the manufacturing industry involves a shift from products to services and from transactions to relationships. Companies are becoming more dependent on each other, which entails a growing importance of good business relationships and relationship management. Contracts have been widely neglected in prior service research, yet the...

In recent years, legal scholars in the United States and Europe have explored aspects of legal strategy relating to competitive advantage and the role of law as a positive force within companies. In the United States, the focus has been on law as a source of competitive advantage, while in Europe an approach known as Proactive Law has emerged. This...

In recent years, legal scholars in the United States and Europe have explored aspects of legal strategy relating to competitive advantage and the role of law as a positive force within companies. In the United States, the focus has been on law as a source of competitive advantage, while in Europe an approach known as Proactive Law has emerged. This...

In business transactions, everything – task allocation, price, payments, milestones, rights, responsibilities, and remedies – revolves around the underlying contract. Contractual terms, express and implied, have a tremendous impact on the outcome of transactions and relationships. They affect profitability, increase or decrease costs and liabilitie...

The visible, explicit terms of contracts are important, and one should always take the time to read them carefully. This is especially important for contracts in which goods or services cross borders. As such, confusing or ambiguous meanings in the explicit terms of a contract present obvious legal risks. To compound those risks, too often we negl...

Legal certainty is one of the basic preconditions of successful business. Sometimes when we look at recent legislation, court cases or regulators’ investigations it seems that business people are ordered to trudge in unknown regions to find out where the safe routes run. It is too late when they hit a mine; it is not in businesses’ interest to deve...

Do your purchase orders, sales documents and contracts just evolve - or do you effectively use them to add quality and value to your transactions? Do you allow gap-filling laws and implied terms write your contract for you - or do you systematically control their effects? Do you leave yourself open to claims and negative surprises - or secure solid...