Abstract
Artificial Intelligence (AI) applied to the legal domain is gaining ground. AI is argued to be particularly helpful with labour-intensive activities and repetitive tasks. Amongst the various AI solutions, ChatGPT has gathered momentum and its acclaimed advantages are, amongst others, document generation and contract review. This paper wishes to assess the effectiveness of two chatbots in contract drafting. To this aim, ChatGPT (by OpenAI) and Gemini (by Google) are prompted to write two supply contracts each, the first one written in English according to the laws of England and Wales, and the other one still written in English, but according to the laws of the Republic of Italy. The paper finds that each contract pair generated by the AI solutions is identical, thus disregarding legal-system specificities and language conventions. Therefore, the drafts present a number of fallacies, either because they are incomplete, or because they include clauses that are redundant or inapplicable in a given legal system. The paper claims that human intervention and supervision are necessary to tackle the shortcomings generated by AI, at least as far as contract generation is concerned and with regard to the two chatbots addressed.
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Gemini: https://gemini.google.com/; ChatGPT (3.5): https://chat.openai.com/
Notes
These definitions were provided in the following cases: Odom Antennas Inc. v. Stevens 1998, and Arndt v. Beardsley 2003.
See the following contract drafts in both Italian and English, for instance: https://www.mn.camcom.gov.it/files/CommercioEstero/VenditaInglese.pdf; https://www.pv.camcom.it/files/Estero/Guide_contratti_tipo/vendita_internazionale_en_fr.pdf
The following targeted search on Google, for example, "si conviene e si stipula quanto segue" site:.gov.it produces many hits.
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Appendices
Appendix 1 ChatGPT-Generated Supply Contracts
ChatGPT answering the following two prompts:
-
1.
Write a supply contract in English according to the laws of England and Wales.
-
2.
Write a supply contract in English according to the laws of the Republic of Italy.
Differences are underlined.
Prompt 1 | Prompt 2 |
|---|---|
[Your Company Name] [Your Company Address] [City, Postal Code] [Date] | [Your Company Name] [Your Company Address] [City, Postal Code] [Date] |
[Counterparty Company Name] [Counterparty Company Address] [City, Postal Code] | [Counterparty Company Name] [Counterparty Company Address] [City, Postal Code] |
SUPPLY CONTRACT | SUPPLY CONTRACT |
This Supply Contract (the "Contract") is entered into as of [Date], by and between [Your Company Name], a company registered in [Country], with its principal place of business at [Your Company Address] ("Supplier"), and [Counterparty Company Name], a company registered in [Country], with its principal place of business at [Counterparty Company Address] ("Buyer") | This Supply Contract (the "Contract") is entered into as of [Date], by and between [Your Company Name], a company registered in [Country], with its principal place of business at [Your Company Address] ("Supplier"), and [Counterparty Company Name], a company registered in [Country], with its principal place of business at [Counterparty Company Address] ("Buyer") |
1. SUPPLY OF GOODS | 1. SUPPLY OF GOODS |
1.1. Subject to the terms and conditions of this Contract, Supplier agrees to supply and deliver the goods ("Goods") described in Exhibit A attached hereto to Buyer | 1.1. Subject to the terms and conditions of this Contract, Supplier agrees to supply and deliver the goods ("Goods") described in Exhibit A attached hereto to Buyer |
1.2. The Goods shall be delivered to the location specified by Buyer in writing, and the risk of loss or damage to the Goods shall pass from Supplier to Buyer upon delivery | 1.2. The Goods shall be delivered to the location specified by Buyer in writing, and the risk of loss or damage to the Goods shall pass from Supplier to Buyer upon delivery |
2. PRICE AND PAYMENT | 2. PRICE AND PAYMENT |
2.1. The price for the Goods shall be as set forth in Exhibit A | 2.1. The price for the Goods shall be as set forth in Exhibit A |
2.2. Payment for the Goods shall be made by Buyer within [number] days from the date of receipt of the Goods. Late payments shall accrue interest at a rate of [percentage]% per annum | 2.2. Payment for the Goods shall be made by Buyer within [number] days from the date of receipt of the Goods. Late payments shall accrue interest at a rate of [percentage]% per annum |
3. DELIVERY | 3. DELIVERY |
3.1. Supplier shall use reasonable efforts to deliver the Goods in accordance with the delivery schedule specified in Exhibit A | 3.1. Supplier shall use reasonable efforts to deliver the Goods in accordance with the delivery schedule specified in Exhibit A |
3.2. In the event of any delay in delivery, Supplier shall promptly notify Buyer of the delay and the expected delivery date | 3.2. In the event of any delay in delivery, Supplier shall promptly notify Buyer of the delay and the expected delivery date |
4. WARRANTIES | 4. WARRANTIES |
4.1. Supplier warrants that the Goods shall conform to the specifications set forth in Exhibit A | 4.1. Supplier warrants that the Goods shall conform to the specifications set forth in Exhibit A |
4.2. Supplier further warrants that the Goods are free from defects in materials and workmanship | 4.2. Supplier further warrants that the Goods are free from defects in materials and workmanship |
5. INSPECTION AND ACCEPTANCE | 5. INSPECTION AND ACCEPTANCE |
5.1. Buyer shall have the right to inspect the Goods upon delivery | 5.1. Buyer shall have the right to inspect the Goods upon delivery |
5.2. If the Goods do not conform to the specifications or are defective, Buyer may reject the Goods and request a replacement or a refund | 5.2. If the Goods do not conform to the specifications or are defective, Buyer may reject the Goods and request a replacement or a refund |
6. TERM AND TERMINATION | 6. TERM AND TERMINATION |
6.1. This Contract shall commence on the effective date and continue until the completion of the delivery of the Goods unless earlier terminated by either party in writing for a material breach of the terms of this Contract | 6.1. This Contract shall commence on the effective date and continue until the completion of the delivery of the Goods unless earlier terminated by either party in writing for a material breach of the terms of this Contract |
7. GOVERNING LAW | 7. GOVERNING LAW |
7.1. This Contract shall be governed by and construed in accordance with the laws of England and Wales | 7.1. This Contract shall be governed by and construed in accordance with the laws of England and Wales |
8. DISPUTE RESOLUTION | 8. DISPUTE RESOLUTION |
8.1. Any disputes arising out of or in connection with this Contract shall be resolved through arbitration in accordance with the rules of [Arbitration Institution], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof | 8.1. Any disputes arising out of or in connection with this Contract shall be resolved through arbitration in accordance with the rules of [Arbitration Institution], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof |
IN WITNESS WHEREOF, the parties hereto have executed this Supply Contract as of the date first above written | IN WITNESS WHEREOF, the parties hereto have executed this Supply Contract as of the date first above written |
[Your Company Name] [Counterparty Company Name] By: _______________________ By: ________________________ [Your Name], [Your Title] [Counterparty Name], [Counterparty Title] | [Your Company Name] [Counterparty Company Name] By: _______________________ By: ________________________ [Your Name], [Your Title] [Counterparty Name], [Counterparty Title] |
Exhibit A: Description of Goods and Pricing | Exhibit A: Description of Goods and Pricing |
[Include detailed description of the Goods, quantities, pricing, and any other relevant terms] | [Include detailed description of the Goods, quantities, pricing, and any other relevant terms] |
This contract is drafted for informational purposes only and should be reviewed by legal professionals to ensure compliance with the laws of England and Wales | This contract is drafted for informational purposes only and should be reviewed by legal professionals to ensure compliance with the laws of Italy |
Appendix 2 Gemini-Generated Supply Contracts
Gemini answering the following two prompts:
-
1.
Write a supply contract in English according to the laws of England and Wales.
-
2.
Write a supply contract in English according to the laws of the Republic of Italy.
Differences are underlined.
Prompt 1 | Prompt 1 |
|---|---|
THIS AGREEMENT is made and entered into as of [Date] by and between [Buyer Name], with an address of [Buyer Address], hereinafter referred to as "Buyer," and [Seller Name], with an address of [Seller Address], hereinafter referred to as "Seller." | This Contract ("Contract") is made and entered into as of [Date] by and between [Buyer Name], with an address of [Buyer Address], hereinafter referred to as "Buyer," and [Seller Name], with an address of [Seller Address], hereinafter referred to as "Seller." |
WHEREAS, Buyer desires to purchase from Seller certain goods, as more particularly described in Exhibit A attached hereto and made a part hereof, hereinafter referred to as the "Goods"; and | WHEREAS, Buyer desires to purchase from Seller certain goods, as more particularly described in Exhibit A attached hereto and made a part hereof, hereinafter referred to as the "Goods"; and |
WHEREAS, Seller agrees to sell to Buyer the Goods on the terms and conditions set forth herein | WHEREAS, Seller agrees to sell to Buyer the Goods on the terms and conditions set forth herein |
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: | NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: |
1. Purchase and Sale of Goods | 1. Purchase and Sale of Goods |
Seller agrees to sell and Buyer agrees to purchase, subject to the terms and conditions of this Agreement, the Goods described in Exhibit A | Seller agrees to sell and Buyer agrees to purchase, subject to the terms and conditions of this Agreement, the Goods described in Exhibit A |
2. Price | 2. Price |
The purchase price for the Goods shall be [Price] per unit, or such other price as may be agreed upon in writing by the parties. Payment shall be made in accordance with the following schedule: | The purchase price for the Goods shall be [Price] per unit, or such other price as may be agreed upon in writing by the parties. Payment shall be made in accordance with the following schedule: |
[Payment Schedule] | [Payment Schedule] |
3. Delivery | 3. Delivery |
Seller shall deliver the Goods to Buyer's designated location at [Delivery Location] on or before [Delivery Date] | Seller shall deliver the Goods to Buyer's designated location at [Delivery Location] on or before [Delivery Date] |
4. Title and Risk of Loss | 4. Title and Risk of Loss |
Title to the Goods shall pass to Buyer upon completion of payment in full. Risk of loss for the Goods shall pass to Buyer upon Seller's delivery of the Goods to Buyer's designated location | Title to the Goods shall pass to Buyer upon completion of payment in full. Risk of loss for the Goods shall pass to Buyer upon Seller's delivery of the Goods to Buyer's designated location |
5. Inspection and Acceptance | 5. Inspection and Acceptance |
Buyer shall have the right to inspect the Goods upon delivery at Buyer's designated location. If Buyer, upon inspection, determines that the Goods are defective or otherwise not in accordance with the specifications set forth in Exhibit A, Buyer shall promptly notify Seller in writing of such defects or non-compliance. Seller shall, at its sole option, either repair or replace the defective Goods or refund Buyer's purchase price | Buyer shall have the right to inspect the Goods upon delivery at Buyer's designated location. If Buyer, upon inspection, determines that the Goods are defective or otherwise not in accordance with the specifications set forth in Exhibit A, Buyer shall promptly notify Seller in writing of such defects or non-compliance. Seller shall, at its sole option, either repair or replace the defective Goods or refund Buyer's purchase price |
6. Warranties | 6. Warranties |
Seller warrants that the Goods shall be free from defects in materials and workmanship for a period of [Warranty Period]. If any of the Goods are found to be defective during the warranty period, Seller shall, at its sole option, either repair or replace the defective Goods | Seller warrants that the Goods shall be free from defects in materials and workmanship for a period of [Warranty Period]. If any of the Goods are found to be defective during the warranty period, Seller shall, at its sole option, either repair or replace the defective Goods |
7. Indemnification | 7. Indemnification |
Buyer shall indemnify and hold harmless Seller from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Buyer's use of the Goods | Buyer shall indemnify and hold harmless Seller from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Buyer's use of the Goods |
8. Force Majeure | 8. Force Majeure |
Neither party shall be liable for any delay or failure in performance of its obligations hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, acts of government, or other similar events | Neither party shall be liable for any delay or failure in performance of its obligations hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, acts of government, or other similar events |
9. Termination | 9. Termination |
Either party may terminate this Agreement upon [Notice Period] days' written notice to the other party if the other party materially breaches any of its obligations hereunder | Either party may terminate this Agreement upon [Notice Period] days' written notice to the other party if the other party materially breaches any of its obligations hereunder |
10. Governing Law | 10. Governing Law |
This Agreement shall be governed by and construed in accordance with the laws of England and Wales | This Agreement shall be governed by and construed in accordance with the laws of England and Wales |
11. Entire Agreement | 11. Entire Agreement |
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Any modifications to this Agreement must be in writing and signed by both parties | This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Any modifications to this Agreement must be in writing and signed by both parties |
12. Severability | 12. Severability |
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect | If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect |
13. Waiver | 13. Waiver |
No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties | No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties |
14. Notices | 14. Notices |
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows: | All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows: |
If to Buyer: [Buyer Name] [Buyer Address] | If to Buyer: [Buyer Name] [Buyer Address] |
If to Seller: [Seller Name] [Seller Address] or to such other address as either party may designate in writing from time to time | If to Seller: [Seller Name] [Seller Address] or to such other address as either party may designate in writing from time to time |
15. Counterparts | 15. Counterparts |
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument | This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written | IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written |
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Giampieri, P. AI-Powered Contracts: a Critical Analysis. Int J Semiot Law (2024). https://doi.org/10.1007/s11196-024-10137-z
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DOI: https://doi.org/10.1007/s11196-024-10137-z